SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1997
-------- --- ----
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
-------- --------
Commission file number 33-31502
--------
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
LA-Z-BOY CHAIR COMPANY MATCHED
RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
LA-Z-BOY INCORPORATED
1284 North Telegraph Road
Monroe, Michigan 48162
Telephone (313) 242-1444
This report contains 17 pages.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
LA-Z-BOY CHAIR COMPANY MATCHED
RETIREMENT SAVINGS PLAN
By La-Z-Boy Incorporated,
Plan Administrator
Date: June 26, 1998 By_____________
-------------
Gene M. Hardy
Secretary and Treasurer
La-Z-Boy Chair Company
Matched Retirement Savings Plan
Financial Statements and
Additional Information
December 31, 1997 and 1996
La-Z-Boy Chair Company
Matched Retirement Savings Plan
Index to Financial Statements and Additional Information
<TABLE>
<CAPTION>
Page
Financial Statements:
<S> <C>
Report of Independent Accountants 5
Statement of Net Assets Available for Benefits
at December 31, 1997, with Fund Information 6
Statement of Net Assets Available for Benefits
at December 31, 1996, with Fund Information 7
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1997,
with Fund Information 8
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1996,
with Fund Information 9
Notes to Financial Statements 10-15
Additional Information:*
Line 27a - Schedule of Assets Held for Investment
Purposes at December 31, 1997 Schedule I
Line 27b - Schedule of Loans or Fixed Income Obligations
at December 31, 1997 Schedule II
Line 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1997 Schedule III
<FN>
* Other schedules required by Section 2520.103-10 of Department of Labor Rules
and Regulations for Reporting and Disclosure under ERISA have been omitted
because they are not applicable.
</FN>
</TABLE>
Report of Independent Accountants
June 19, 1998
To the Participants and Administrator
of the La-Z-Boy Chair Company
Matched Retirement Savings Plan
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the net assets available for benefits
of the La-Z-Boy Chair Company Matched Retirement Savings Plan at December 31,
1997 and 1996, and the changes in net assets available for benefits for the
years then ended, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I, II and III is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is additional
information required by ERISA. The Fund Information in the statement of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. Schedules I, II and III and the Fund
Information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
La-Z-Boy Chair Company
Matched Retirement Savings Plan
Statement of Net Assets Available for Benefits, with Fund Information
<TABLE>
December 31, 1997
-------------------------------------------------
<CAPTION>
Fixed Company
Bond Balanced Equity Growth Loan Income Stock
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Cash and cash equivalents
Cash $ 201 $ 710 $ 509 $ 14,893 $ 469 - $ 16,782
Money market accounts - - - - - $ 65,702 65,702
--- --- --- ------ --- ------ ------
Total cash and cash
equivalents 201 710 509 14,893 469 65,702 82,484
--- --- --- ------ --- ------ ------
Investments, At Fair Value
Prism Reserve Fund $8,345,648 - - - - - - 8,345,648
Victory Balanced Fund - 7,712,455 - - - - - 7,712,455
Victory Stock Index Fund - - 9,486,641 - - - - 9,486,641
Victory Special Growth
Fund - - - 5,216,558 - - - 5,216,558
Victory Financial Reserve - - - - - 379,839 - 379,839
La-Z-Boy Incorporated
Common Stock - - - - - - 25,317,308 25,317,308
---------- ---------- ---------- ---------- ---------- ---------- ----------- -----------
Total investments 8,345,648 7,712,455 9,486,641 5,216,558 -- 379,839 25,317,308 56,458,449
--------- --------- --------- --------- --------- ------- ----------- -----------
Receivables
Interest/dividends
receivable - - - - - - 558 558
Participant loans
receivable - - - - 4,656,998 - - 4,656,998
Other receivables 1,178 2,094 1,918 1,683 - 139 - 7,012
----- ----- ----- ----- --------- --- --- ---------
Total receivables 1,178 2,094 1,918 1,683 4,656,998 139 558 4,664,568
Net assets available for
benefits $8,346,826 $7,714,750 $9,489,269 $5,218,750 $4,671,891 $ 380,447 $25,383,568 $61,205,501
========== ========== ========== ========== ========== ========== =========== ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
-----------------------------------------------------
Fixed Company
Bond Balanced Equity Growth Loan Income Stock
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Money market accounts $ 4,287 $ 1,417 - $ 1,869 - $ 178,111 - $ 185,684
----------- ----------- ---------- ----------- -----------
Investments, at fair value
Victory Financial
Reserves Fund 7,409,203 - - - - - - 7,409,203
Victory Balanced Fund - 5,875,582 - - - - - 5,875,582
Victory Stock Index Fund - - $ 6,292,798 - - - - 6,292,798
Victory Growth Fund - - - 4,340,313 - - - 4,340,313
La-Z-Boy Incorporated
Common Stock - - - - - - $ 16,730,570 16,730,570
--------- --------- --------- --------- --------- --------- ---------- ----------
Total investments 7,409,203 5,875,582 6,292,798 4,340,313 - - 16,730,570 40,648,466
--------- --------- --------- --------- ---------- ----------
Receivables
Contributions receivable - - - - - - 13 13
Interest/dividends
receivable 35 27 30 20 $ 9,902 - 210 10,224
Participant loans
receivable - - - - 3,061,832 - - 3,061,832
Other receivables 10,960 6,219 6,976 5,155 - 546 44,046 73,902
------ ----- ----- ----- --------- --- ------ ------
Total receivables 10,995 6,246 7,006 5,175 3,071,734 546 44,269 3,145,971
------ ----- ----- ----- --------- --- ------ ---------
Total assets 7,424,485 5,883,245 6,299,804 4,347,357 3,071,734 178,657 16,774,839 43,980,121
--------- --------- --------- --------- --------- ------- ---------- ----------
Liabilities
Investment purchases
payable 4,287 1,417 - 1,869 - - - 7,573
Other liabilities - - - - 54,395 - - 54,395
----- ----- --------- ----- ------ ------- ---------- ------
Total liabilities 4,287 1,417 - 1,869 54,395 - - 61,968
----- ----- --------- ----- ------ ------- ---------- ------
Net assets available
for benefits $ 7,420,198 $ 5,881,828 $ 6,299,804 $ 4,345,488 $ 3,017,339 $ 178,657 $ 16,774,839 $ 43,918,153
=========== =========== =========== =========== =========== ========= ============ ============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
La-Z-Boy Chair Company
Matched Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits, with Fund Information
<TABLE>
<CAPTION>
December 31, 1997
-----------------------------------------------------
Fixed Company
Bond Balanced Equity Growth Loan Income Stock
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Net appreciation in fair
value of investments $ 454,077 $ 632,119 $ 1,529,131 - - $ 13,433 $ 7,833,184 $10,461,944
Interest and dividends 380 592,792 657,274 $ 596,945 $ 309,595 4 484,603 2,641,593
------- ------- ------- -------- ------- ------ --------- ----------
454,457 1,224,911 2,186,405 596,945 309,595 13,437 8,317,787 13,103,537
------- --------- --------- ------- ------- ------ --------- ----------
Contributions
Employer 1,324,881 1,024,047 1,233,020 895,460 - 151,248 3,438,295 8,066,951
Rollovers 54,666 24,591 45,237 41,077 - 42,425 13,702 222,058
Loan setups - - - - 1,965,850 - - 1,965,850
--------- --------- --------- ------- --------- ------- --------- ---------
Total contributions 1,379,547 1,048,998 1,278,257 936,537 1,965,850 193,673 3,451,997 10,254,859
--------- --------- --------- ------- --------- ------- --------- ----------
Total additions 1,834,004 2,273,909 3,464,662 1,533,482 2,275,445 207,110 11,769,784 23,358,396
--------- --------- --------- --------- --------- ------- ---------- ----------
Deductions
Net depreciation in
fair value of investments - - - 256,619 - - - 256,619
Benefit payments 660,719 529,457 484,884 299,624 - 35,218 1,588,644 3,598,546
Loan disbursements - - - - 2,166,275 - - 2,166,275
Administrative fees - - - - - - 49,608 49,608
------- ------- ------- ------- --------- ------ --------- ---------
Total deductions 660,719 529,457 484,884 556,243 2,166,275 35,218 1,638,252 6,071,048
------- ------- ------- ------- --------- ------ --------- ---------
Net increase prior to
interfund transfers 1,173,285 1,744,452 2,979,778 977,239 109,170 171,892 10,131,532 17,287,348
Interfund transfers (246,657) 88,470 209,687 (103,977) 1,545,382 29,898 (1,522,803) -
-------- ------ ------- -------- --------- ------ ---------- ----------
Increase in net assets
available for benefits 926,628 1,832,922 3,189,465 873,262 1,654,552 201,790 8,608,729 17,287,348
Net assets available
for benefits
Beginning of year 7,420,198 5,881,828 6,299,804 4,345,488 3,017,339 178,657 16,774,839 43,918,153
--------- --------- --------- --------- --------- ------- ---------- ----------
End of year $ 8,346,826 $ 7,714,750 $ 9,489,269 $ 5,218,750 $ 4,671,891 $ 380,447 $25,383,568 $61,205,501
=========== =========== =========== =========== =========== =========== =========== ===========
<CAPTION>
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
-----------------------------------------------------
Fixed Company
Bond Balanced Equity Growth Loan Income Stock
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Net appreciation in fair
value of investments $ 260,214 $ 562,468 $ 959,795 $ 618,700 - $ 7,121 - $ 2,408,298
Interest and dividends 299 152,428 107,776 159 $ 219,500 7 $ 403,543 883,712
------- ------- ------- ------- ------- ----- ------- -------
260,513 714,896 1,067,571 618,859 219,500 7,128 403,543 3,292,010
------- ------- --------- ------- ------- ----- ------- ---------
Contributions
Employer 1,329,158 941,937 1,001,894 797,175 - 100,169 3,514,391 7,684,724
Rollovers 22,503 18,470 33,419 13,079 - 3,850 15,541 106,862
Loan setups - - - - 2,251,056 - - 2,251,056
--------- ------- --------- ------- --------- ------- --------- ---------
Total contributions 1,351,661 960,407 1,035,313 810,254 2,251,056 104,019 3,529,932 10,042,642
--------- ------- --------- ------- --------- ------- --------- ----------
Total additions 1,612,174 1,675,303 2,102,884 1,429,113 2,470,556 111,147 3,933,475 13,334,652
--------- --------- --------- --------- --------- ------- --------- ----------
Deductions
Net depreciation in fair
value of investments - - - - - - 717,191 717,191
Net loss from sales of
investments - - - - - - 2,133 2,133
Benefit payments 617,101 353,362 302,151 231,473 - 7,630 1,111,114 2,622,831
Loan disbursements - - - - 2,418,685 - - 2,418,685
Administrative fees - - - - - - 36,498 36,498
-------- ------- ------- ------- --------- ----- ------ ------
Total deductions 617,101 353,362 302,151 231,473 2,418,685 7,630 1,866,936 5,797,338
------- ------- ------- ------- --------- ----- --------- ---------
Net increase prior to
interfund transfers 995,073 1,321,941 1,800,733 1,197,640 51,871 103,517 2,066,539 7,537,314
Interfund transfers (177,481) (96,501) 139,392 73,765 889,480 (127,527) (701,128) -
-------- ------- ------- ------ ------- -------- -------- ---------
Increase (decrease) in
net assets available
for benefits 817,592 1,225,440 1,940,125 1,271,405 941,351 (24,010) 1,365,411 7,537,314
Net assets available
for benefits
Beginning of year 6,602,606 4,656,388 4,359,679 3,074,083 2,075,988 202,667 15,409,428 36,380,839
--------- --------- --------- --------- --------- ------- ---------- ----------
End of year $ 7,420,198 $ 5,881,828 $ 6,299,804 $ 4,345,488 $ 3,017,339 $ 178,657 $16,774,839 $43,918,153
=========== =========== =========== =========== =========== ========== =========== ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
La-Z-Boy Chair Company
Matched Retirement Savings Plan
Notes to Financial Statements
1. Description of the Plan
The following description of the La-Z-Boy Chair Company Matched Retirement
Savings Plan (the Plan) is provided for general information purposes only.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
General
La-Z-Boy Incorporated (the Company) sponsors the Plan, which is a defined
contribution plan covering eligible employees. The Plan is administered by a
Central Board of Administration (the Board) appointed by the Board of Directors
of the Company. The Company has appointed Key Trust Company of Ohio, N.A.
(Trustee), as the Plan's trustee. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Participation
Employees who have completed 1,000 hours of service in a six month period
and have attained age twenty-one are eligible to become participants as of
January 1 or July 1 following their qualification, with the exception of
employees at England/Corsair and La-Z-Boy Logistics, Inc.
Vesting
Participants are always fully vested in their own deferral accounts and
become fully vested in the Company's matching contribution accounts after five
years of service.
Contributions
Contributions to the Plan consist of the following:
a. compensation deferral contributions authorized by the participant equal
to the lesser of fifteen percent of eligible compensation for participants who
are not participants in the Company's Profit Sharing Plan or seven percent for
those participants who are also in the Profit Sharing Plan.
b. an employer matching contribution equal to fifty percent of the
participant's compensation deferral contribution, to a maximum of two percent of
the participant's eligible compensation during the plan year. Beginning on
January 1, 1996, Plan participants who do not participate in the La-Z-Boy Chair
Company "Profit Sharing Plan", another Company sponsored benefit plan, are
entitled to an additional contribution equal to a percentage of the amount for
which the participants employer matching contribution exceeds between 2% and 3%
of the participants' compensation during the Plan year.
1. Description of the Plan (continued)
Contributions (continued)
c. any forfeiture restoration amount; and
d. participants have the ability, under certain circumstances, to
contribute amounts received as distributions from pension benefit plans or
"rollovers" from selected individual retirement arrangements.
However, total contributions shall not exceed the lesser of:
a. fifteen percent of the aggregate compensation of the participants in the plan
year; or
b. the aggregate individual participant limitations set forth under Section
415 of the Internal Revenue Service Code (IRS Code).
Included in employer contributions for 1997 and 1996 are participant
compensation deferrals of $6,440,189 and $6,139,984, respectively. The Company's
matching contribution for 1997 and 1996 included $1,626,762 and $1,544,740 in
noncash contributions, respectively. The noncash contributions consisted
entirely of shares of La-Z-Boy Incorporated common stock.
The forfeited, nonvested portion of a terminated participant's account may
be used to reduce the Company's matching contribution. During 1997 and 1996,
$123,479 and $52,474, respectively, of employer matching contributions were
forfeited by terminated employees before those amounts became vested. Such
forfeited amounts were used to reduce employer contributions.
Plan Benefits
Participants having five years of service under the Plan are entitled to
the full value of their accounts beginning at normal retirement age
(sixty-five). Participants with at least ten years of participation are eligible
for early retirement at age fifty-five. The value of a retiree's accounts will
normally be paid within sixty days after the end of the month in which he or she
retires.
If a participant's total vested account balance is below $3,500, the
benefit payment will be made in the form of a lump sum cash payment. If the
total vested account balance exceeds $3,500, the participant may elect to
receive the portion of their account which is invested in the Company Stock Fund
in cash or in La-Z-Boy Incorporated common stock. The remainder of the account
balance is paid in the form of a lump sum cash payment.
1. Description of the Plan (continued)
Death Benefits
Upon the death of a participant, the value of his or her account becomes
fully vested. As soon as administratively feasible after the end of the plan
year following the death, the value of the participant's account will be paid to
any beneficiary designated by the participant or as stipulated in the Plan.
Disability Benefits
Participants who become totally and permanently disabled are eligible for
disability retirement benefits. The participant shall have the value of his or
her account fully vested and payable in the same manner as normal retirement
benefits.
Hardship or Financial Need
Upon application by the participant, the Board may direct distribution of
such participant's funds to alleviate extreme hardship. In no event shall the
amount exceed eighty percent of the participant's contribution. The distribution
shall be subject to personal income and excise taxes.
A participant may also apply to borrow an amount not less than $1,000 or
more than $50,000 or fifty percent of the participant's vested account balance
from the Plan. Interest rates on any loans granted are determined by the Board.
Plan Termination Priorities
In the event that the Plan is terminated, all amounts previously allocated
to the participants shall be fully vested subject only to any charge or lien
which may then or thereafter exist and be due the Trustee. Termination of the
Plan shall not operate to accelerate payments or distributions hereunder. After
all of the assets of the Plan have been distributed, the Plan shall terminate.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accounts of the Plan are maintained on the accrual basis of accounting
in accordance with generally accepted accounting principles.
Expenses of the Plan
Investment advisory and management fees are paid by the Plan. All other
Plan expenses and professional fees are paid by the Company.
2. Summary of Significant Accounting Policies (continued)
Investments
Investments in securities traded on a national securities exchange are
valued based on published quotations on the last business day of the plan year.
Securities not so traded are valued at the latest available and appropriate bid
price on that date. Fund investments are valued based on the market value of the
underlying investments as of the last business day of the year. Participant
loans receivable are valued at cost which approximates fair value.
Realized gains and losses on investment transactions are recorded as the
difference between proceeds received and carrying value. Net unrealized
appreciation or depreciation in the fair market value of investments is recorded
as the change in carrying value of the investment portfolio from the beginning
of the year or date of purchase to the end of the year.
Reclassification
Certain amounts in the prior year have been reclassified to conform with
the current year's presentation.
Allocation of Assets
A participant's salary deferral contributions are allocated to the
individual's account each pay period. The Company's matching contributions are
allocated to each participant's account monthly. Changes in the fair market
value of assets, investment income and gains and losses on the disposition of
assets are allocated to participants' accounts on a daily basis in proportion to
their account balance.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets available for
benefits at the date of the financial statements and the reported changes in net
assets available for benefits during the reporting period. Actual results could
differ from those estimates.
3. Investment Options
The Plan provides participants with six investment options as follows:
Bond Fund - funds are invested in shares of a registered investment company
that invests in U.S. Treasury bonds and securities of various U.S. government
agencies.
Balanced Fund - funds are invested in shares of a registered investment
company that invests in corporate stocks and bonds, real estate and mutual
funds.
3. Investment Options (continued)
Equity Fund - funds are invested in shares of a registered investment
company that invests mainly in common stocks that are expected to reflect the
Standard and Poor's 500 Composite Index overall performance. This fund also
invests in futures contracts, which are derivative financial instruments.
Growth Fund - funds are invested in shares of a registered investment
company that invests mainly in common stocks that are believed by the fund
manager to have future returns greater than the overall market.
Fixed Income Fund - funds are invested in shares of a registered investment
company that invests in money market accounts, short-term certificates of
deposit, U.S. government bonds and corporate notes.
Company Stock Fund - funds are invested in the Company's common stock.
Allocations to the funds are made in five percent increments. Participants
may change the allocation of contributions among the investment options and
transfer amounts between investment options every ninety days. The Company's
matching contribution is invested in La-Z-Boy Incorporated common stock.
During 1997, the Victory Financial Reseves Fund charged its name to the Prism
Reserve Fund.
4. Investments
Investments in the Company Stock Fund consist of 587,068 and 567,733 shares
of La-Z-Boy Incorporated common stock at December 31, 1997 and 1996,
respectively. Shares for this fund are purchased on the open market or from the
Company's treasury shares at fair market value. At December 31, 1997 and 1996,
investments in the Victory Reserve Fund, Victory Financial Reserves Fund,
Victory Balanced Fund, Victory Stock Index Fund and Victory Special Growth Fund
were made in common/collective funds offered by the Trustee.
5. Tax Status of the Plan
The Internal Revenue Service has determined and informed the Company by a
letter dated July 6, 1995, that the Plan and related trust are designed in
accordance with applicable sections of the IRS Code. The Plan has been amended
since receiving the determination letter. However, the Plan's administrator and
the Plan's tax counsel believe that the Plan is currently designed and being
operated in compliance with applicable requirements of the IRS Code.
6. Plan Amendments
During 1997, the Plan was amended to provide the following:
*Employees of La-Z-Boy Properties, Inc., a division of the Company, became
eligible to participate in the Plan during the year.
*Certain employees of La-Z-Boy Logistics, Inc., a division of the Company,
became eligible to participate in the Plan beginning January 1, 1998.
*Plan participants who are not eligible for participation in the Profit
Sharing Plan were retroactively provided additional employer contributions.
La-Z-Boy Chair Company Schedule I
Matched Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Identity of Current
Issuer Description of Investment Cost Value
<S> <C> <C> <C>
La-Z-Boy Incorporated La-Z-Boy Incorporated common stock $ 16,332,035 $ 25,317,308
Key Trust Company of
Ohio, N.A.* EB Money Market 65,702 65,702
Key Trust Company of
Ohio, N.A.* Victory Reserve Fund 7,272,619 8,345,648
Key Trust Company of
Ohio, N.A.* Victory Balanced Fund 6,391,063 7,712,455
Key Trust Company of
Ohio, N.A.* Victory Stock Index Fund 6,656,079 9,486,641
Key Trust Company of
Ohio, N.A.* Victory Special Growth Fund 4,807,858 5,216,558
Key Trust Company of
Ohio, N.A.* Victory Financial Reserve Fund 363,444 379,839
Participants Participant Loans - 4,656,998
--------- ---------
$ 41,888,800 $ 61,181,149
============ ============
<FN>
* Key Trust Company of Ohio, N.A., La-Z-Boy Incorporated and participants are
known parties-in-interest of the Plan.
This schedule was prepared from data certified by the trustee of the Plan.
</FN>
</TABLE>
La-Z-Boy Chair Company Schedule II
Matched Retirement Savings Plan
<TABLE>
<CAPTION>
Line 27b - Schedule of Loans or Fixed Income Obligations
December 31, 1997
- ----------------------------------------------------------------------------------------------------------------------
Amount received
Identity and Original during reporting Unpaid Amount
address amount year balance at Description overdue
of obligor of loan including interest end of year of loan including interest
<S> <C> <C> <C> <C> <C>
Paul Carpening $ 2,600 $ 987 $ 1,681 11/27/98 $ 438
Box 358, Route 11
Lenoir, North Carolina 28645
Lee Rowly 2,000 348 883 8/6/98 160
1956 Huizen SW
Grand Rapids, Michigan 49509
Steven Gordon 3,000 639 2,433 11/26/99 485
285 Blackburn Street
Dayton, Tennessee 37321
Lafon Wright 2,600 449 2,026 7/21/00 299
P.O.Box 4736
Florence, South Carolina 29501
Phillip Wise 3,300 206 3,088 10/25/01 603
13788 Jay Drive
Neosho, Missouri 64856
Jonathon Buist 2,100 111 2,008 8/6/98 311
P.O. Box 22
Mendon, Utah 84325
<FN>
This schedule was prepared from data certified by Key Trust Company of Ohio,
N.A., the trustee of the Plan.
</FN>
</TABLE>
La-Z-Boy Chair Company Schedule III
Matched Retirement Savings Plan
<TABLE>
<CAPTION>
Line 27d - Schedule of Reportable Transactions*
For the Year Ended December 31, 1997
- ----------------------------------------------------------------------------------------------------------------------------------
Current Value
Identity of Asset on
of party Purchase Selling Cost of Transaction Net Gain
Involved Description of Asset Price Price Asset Date or (Loss)
<S> <C> <C> <C> <C> <C> <C>
Key Trust Victory Stock Index Fund $ 2,369,703 - $ 2,369,703 $ 2,369,703 -
Key Trust Victory Stock Index Fund - $ 705,068 476,855 705,068 $228,213
Key Trust Employee Benefits Money Market Fund 2,023,387 - 2,023,387 2,023,387 -
Key Trust Employee Benefits Money Market Fund - 2,941,137 2,941,137 2,941,137 -
Key Trust Victory Special Growth Fund 1,708,481 - 1,708,481 1,708,481 -
Key Trust Victory Special Growth Fund - 575,617 494,718 575,617 80,899
Key Trust Prism Reserve Fund 1,590,453 - 1,590,453 1,590,453 -
Key Trust Prism Reserve Fund - 1,108,085 981,562 1,108,085 126,523
Key Trust Victory Balanced Fund 2,003,156 - 2,003,156 2,003,156 -
Key Trust Victory Balanced Fund - 798,401 647,710 798,401 150,691
Key Trust LZB Common Stock Fund - 965,136 763,701 965,136 201,435
<FN>
* Transactions or series of transactions in excess of 5% of the current value of
the Plan's assets at December 31, 1996, as defined by section 2520.103-6 of the
Department of Labor Rules and Regulations for Reporting and Disclosure under
ERISA.
This schedule was prepared from data certified by Key Trust Company of Ohio,
N.A., the trustee of the Plan.
</FN>
</TABLE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-31502) of La-Z-Boy Incorporated of our report
dated June 19, 1998 appearing on page 5 of this Form 11-K.
/s/Price Waterhouse LLP
Price Waterhouse LLP
Toledo, Ohio
June 26, 1998
