SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 13, 1997
(Date of Report (Date of Earliest Event Reported))
LA-Z-BOY INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Michigan
(State or Other Jurisdiction of Incorporation)
1-9656
(Commission File Number)
38-0751137
(I.R.S. Employer Identification No.)
1284 N. Telegraph Road
Monroe, Michigan 48162
(Address of Principal Executive Offices, Including Zip Code)
(313) 242-1444
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address If Changed Since Last Report)
Item 9. Sales of Equity Securities Pursuant to Regulation S
On March 14, 1997, Registrant commenced an exchange offer
outside of the United States for all of the ordinary shares of
Centurion Furniture plc, a corporation incorporated in England and
Wales ("Centurion"), not already owned by Registrant (the "exchange
offer"). In general, the terms and conditions of the exchange offer
were such that a qualified Centurion shareholder electing to
participate could elect to receive cash at the rate of 70 British
pence per Centurion ordinary shares, shares of Registrant's common
stock, $1.00 par value ("LZB shares"), at the rate of one LZB share
for 32 Centurion ordinary shares, or a combination of the foregoing
alternatives, in exchange for his or her ordinary shares. However, in
order to satisfy certain requirements of Regulation S of the
Securities and Exchange Commission, the terms and conditions of the
exchange offer were structured so as effectively to preclude an
election of LZB shares by any Centurion shareholder who, or in a
manner which, would render Regulation S unavailable for the offer or
sale of LZB shares in the offer. The terms of the exchange offer also
prohibited distribution of offering materials in or into the U.S. and
otherwise complied with the other applicable conditions of Regulation
S.
On April 28, 1997, Registrant became obligated to issue 33, 718
LZB to certain Centurion shareholders (none of them "U.S. persons" as
defined in Regulation S) in exchange for 1,078,976 Centurion ordinary
shares, pursuant to the terms of the exchange offer, which LZB shares
were issued on May 12, 1997. (In addition to the ordinary shares
acquired for LZB shares pursuant to the exchange offer, Registrant has
acquired 788,102 other Centurion ordinary shares pursuant to the
offer, for an aggregate cash price of 551,671 pence, bringing the
percentage of Centurion ordinary shares now owned by Registrant to
99.6%. As permitted by British law, Registrant plans shortly to
acquire the remaining 28,300 Centurion ordinary shares.) The LZB
shares offered, sold, and issued pursuant to the exchange offer have
not been registered under the Securities Act of 1933, as amended, in
reliance on Regulation S.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934,
the registrant has duly caused this report to be signed on its behalf
by
the undersigned hereunto duly authorized.
LA-Z-BOY INCORPORATED
Date: May 13, 1997 Gene M. Hardy
Secretary and Treasurer