SECURITES 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, 1998
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 the 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 (734) 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 29, 1999 By /s/Gene M. Hardy
-------------------------------
Gene M. Hardy
Secretary and Treasurer
La-Z-Boy Chair Company
Matched Retirement Savings Plan
Financial Statements and
Supplemental Information
December 31, 1998 and 1997
La-Z-Boy Chair Company
Matched Retirement Savings Plan
Index to Financial Statements and Supplemental Information
Page
Financial Statements:
Report of Independent Accountants 5
Statement of Net Assets Available for Benefits,
with Fund Information at December 31, 1998 6
Statement of Net Assets Available for Benefits,
with Fund Information at December 31, 1997 7
Statement of Changes in Net Assets Available for
Benefits, with Fund Information for the Year
Ended December 31, 1998 8
Notes to Financial Statements 9-14
Supplemental Information:*
Line 27a - Schedule of Assets Held for Investment Purposes
at December 31, 1998 Schedule I
Line 27b - Schedule of Loans or Fixed Income Obligations
at December 31, 1998 Schedule II
Line 27d - Schedule of Reportable Transactions for the
Year Ended December 31, 1998 Schedule III
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been omitted
because they are not applicable.
Report of Independent Accountants
To the Participants and Administrator of
La-Z-Boy Chair Company
Matched Retirement Savings Plan
In our opinion, the accompanying statement of net assets available for benefits,
with fund information and the related statement of changes in net assets
available for benefits, with fund information present fairly, in all material
respects, the net assets available for benefits of La-Z-Boy Chair Company
Matched Retirements Savings Plan ("the Plan") at December 31, 1998 and 1997, and
the changes in net assets available for benefits for the year ended December 31,
1998 in comformity 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes, Loans or Fixed Income Obligations and Reportable
Transactions are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statement of net assets available for benefits
and the statement of changes in net asssets available for benefits is presented
for purposes of additional analysis rather than to present the net assets
available for plan benefits and changes in net assets available for benefits and
changes in net assets available for benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's management.
These supplemental schedules and 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.
June 25, 1999
La-Z-Boy Chair Company 2
Matched Retirement Savings Plan
<TABLE>
Statement of Net Assets Available for Benefits, with Fund Information
- --------------------------------------------------------------------------------------------------------------------------
December 31, 1998
----------------------------------------------------------------------------------------
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
Employee Benefit
Money Market Fund $235,818 $235,818
----------- -----------
Investments, at fair value
Prism Reserve Fund $9,376,646 9,376,646
Victory Balanced Fund 9,447,520 9,447,520
Victory Stock Index Fund 12,347,365 12,347,365
Victory Special Growth
Fund 4,627,700 4,627,700
Prism Victory Financial
Reserve Fund 679,460 679,460
Company's Common Stock 33,509,994 33,509,994
---------- ---------- ----------- ---------- ---------- -------- ----------- -----------
Total Investments 9,376,646 9,447,520 12,347,365 4,627,700 679,460 33,509,994 69,988,685
---------- ---------- ----------- ---------- ---------- -------- ----------- -----------
Receivables
Interest/dividends
receivable 1,080 1,080
Participant loans
receivable 6,535,884 6,535,884
---------- ----------- -----------
Total receivables 6,535,884 1,080 6,536,964
---------- ---------- ----------- ---------- ---------- -------- ----------- -----------
Net assets available for
benefits $9,376,646 $9,447,520 $12,347,365 $4,627,700 $6,535,884 $679,460 $33,746,892 $76,761,467
========== ========== =========== ========== ========== ======== =========== ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
La-Z-Boy Chair Company 3
Matched Retirement Savings Plan
<TABLE>
Statement of Net Assets Available for Benefits, with Fund Information
- --------------------------------------------------------------------------------------------------------------------------
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>
Assets
Cash and cash equivalents
Cash $ 201 $ 710 $ 509 $ 14,893 $ 469 $ 16,782
Employee Benefit Money
Market Fund $ 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
Prism Victory Financial
Reserve Fund 379,839 379,839
Company's 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>
La-Z-Boy Chair Company 4
Matched Retirement Savings Plan
<TABLE>
Statement of Changes in Net Assets Available for Benefits, with Fund Information
- -------------------------------------------------------------------------------------------------------------------------------
For the Year Ended December 31, 1998
-----------------------------------------------------------------------------------------------
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
Investment Income:
Net appreciation in
fair value of
investments $490,117 $658,055 $1,403,154 $24,049 $5,973,340 $8,548,715
Interest and dividends 70 749,168 1,260,030 $5 $457,839 975 549,173 3,017,260
---------- ---------- ----------- ---------- ---------- -------- ----------- -----------
490,187 1,407,223 2,663,184 5 457,839 25,024 6,522,513 11,565,975
---------- ---------- ----------- ---------- ---------- -------- ----------- -----------
Contributions
Employer 1,372,456 1,132,704 1,474,408 914,600 251,178 4,096,822 9,242,168
Rollovers 12,277 98,081 15,961 11,867 5,681 22,404 166,271
---------- ---------- ----------- ---------- ---------- -------- ----------- -----------
Total contributions 1,384,733 1,230,785 1,490,369 926,467 256,859 4,119,226 9,408,439
---------- ---------- ----------- ---------- ---------- -------- ----------- -----------
Total additions 1,874,920 2,638,008 4,153,553 926,472 457,839 281,883 10,641,739 20,974,414
---------- ---------- ----------- ---------- ---------- -------- ----------- -----------
Deductions
Net depreciation in
fair value of investments 527,384 527,384
Benefit payments 511,194 535,307 717,448 362,147 344,377 50,318 2,298,827 4,819,618
Administrative fees 71,446 71,446
---------- ---------- ----------- ---------- ---------- -------- ----------- -----------
Total deductions 511,194 535,307 717,448 889,531 344,377 50,318 2,370,273 5,418,448
---------- ---------- ----------- ---------- ---------- -------- ----------- -----------
Net increase prior to
interfund transfers 1,363,726 2,102,701 3,436,105 36,941 113,462 231,565 8,271,466 15,555,966
Interfund transfers (333,906) (369,931) (578,009) (627,991) 1,750,531 67,448 91,858
---------- ---------- ----------- ---------- ---------- -------- ----------- -----------
Net Increase (Decrease) 1,029,820 1,732,770 2,858,096 (591,050) 1,863,993 299,013 8,363,324 15,555,966
Net assets available
for benefits
Beginning 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
---------- ---------- ----------- ---------- ---------- -------- ----------- -----------
End of year $9,376,646 $9,447,520 $12,347,365 $4,627,700 $6,535,884 $679,460 $33,746,892 $76,761,467
========== ========== =========== ========== ========== ======== =========== ===========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
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 of the Company's ineligible subsidiaries.
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 in an
amount up to fifteen percent of eligible compensation for participants who do
not participate in the La-Z-Boy Chair Company Profit Sharing Plan ("Profit
Sharing Plan") or up to seven percent for those participants who do not
participate in the Profit Sharing Plan:
b. an employer matching contribution equal to fifty percent of each
participant's compensation deferral contribution, to a maximum of two percent of
the participant's eligible compensation during the plan year;
c. eligible Plan participants who do not participate in the Profit Sharing
Plan are entitled to an additional contribution equal to twenty-five percent of
the participants eligible compensation in excess of two percent, but not to
exceed three percent or four percent (depending on eligibility);
1. Description of the Plan (continued)
Contributions (continued)
d. during 1998, the Plan was amended to allow employees who do not
participate in the Profit Sharing Plan, whose sum of age and years of service is
greater than seventy-five, to receive an additional amount of employer match
from the Company;
e. any forfeiture restoration amount; and
f. amounts that participants have the ability, under certain circumstances,
to contribute that have been received as distributions from pension benefit
plans or "rollovers" from selected individual retirement arrangements.
However, total individual participant compensation deferral contributions
shall not exceed the lesser of:
a. fifteen percent of the eligible compensation of the participant during
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 1998 and 1997 are participant
compensatiion deferrals of $7,260,148 and $6,440,189, respectively. The
company's matching contributions for 1998 and 1997 included $1,982,020 and
$1,626,762 in non cash contributions of the Company's common stock,
respecitvely.
The forfeited, nonvested portion of a terminated participant's account may be
used to reduce the Company's matching contribution. During 1998 and 1997,
$86,185 and $123,479, respectively, of employer matching contributions were
forfeited by terminated employees before those amounts became vested.
1. Description of the Plan (continued)
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.
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 total compensation deferral
contribution balance. 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
greater than the lesser of $50,000 or fifty percent of the participant's vested
account balance in the Plan. Interest rates on any loans granted are determined
by the Board.
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.
2. Summary of Significant Accounting Policies (continued)
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.
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.
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.
Net Appreciation and Depreciation of Investments
Realized gains and losses are calculated by taking the proceeds from the
sale of assets less the fair value of the assets at the beginning of the plan
year, or at the time of purchase if acquired during the current plan year.
Unrealized appreciaiton and depreciation of investments is calculated by taking
the fair value of the assets at the end of the plan year less the fair value of
the assets at the beginning of the plan year, or at the time of purchase if
acquired during the current plan 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.
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 and various U.S. government
agencies.
Equity Fund - funds are invested in shares of a registered investment
company that invests mainly in common stocks that are expected to reflect
Standard and Poor's 500 Composite Index performance.
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 Standard and Poor's 500
Composite Index.
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 the Company's common stock.
4. Party-in-interest
Investments in the Company Stock Fund consist of 1,881,210 and 587,068
shares of La-Z-Boy Incorporated common stock at December 31, 1998 and 1997,
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, 1998 and 1997,
the Plan held certain assets in mutual funds managed by the trustee. Any
purchases and sales of these funds are open market transactions at fair value.
Consequently, such transactions are permitted under the provisions of the Plan
and are exempt from prohibition of party-in-interest transactions under the IRS
Code and ERISA.
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 Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination, 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.
La-Z-Boy Chair Company Schedule I
Matched Retirement Savings Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1998
- --------------------------------------------------------------------------------
Identity of Current
Issuer or Borrower Description of Investment Cost Value
La-Z-Boy Incorporated La-Z-Boy Incorporated Common Stock $19,287,842 $33,509,994
Key Trust Company of
Ohio, N.A. Employee Benefit Money Market Fund 235,818 235,818
Key Trust Company of
Ohio, N.A. Prism Reserve Fund 7,974,705 9,376,646
Key Trust Company of
Ohio, N.A. Victory Balanced Fund 7,675,846 9,447,520
Key Trust Company of
Ohio, N.A. Victory Stock Index Fund 8,627,642 12,347,365
Key Trust Company of
Ohio, N.A. Victory Special Growth Fund 4,688,383 4,627,700
Key Trust Company of
Ohio, N.A. Prism Victory Financial Reserve Fund 644,487 679,460
Participant Loans Interest rates ranging
from 8.75% through 9.50%;
Maturity dates ranging
from 1999 through 2013 -- 6,535,884
----------- -----------
$49,134,723 $76,760,387
=========== ===========
* 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.
La-Z-Boy Chair Company Schedule II
Matched Retirement Savings Plan
<TABLE>
Line 27b - Schedule of Loans or Fixed Income Obligations
December 31, 1998
Amount of
principal
and interest Unpaid Amount of
Identity and Original received balance at principal
address of amount during end of Description and interest
obligator of loan reporting year year of loan overdue
<S> <C> <C> <C> <C> <C> <C>
* K. Davis $ 1,900 $ 11 $ 1,449 08/01/97 $ 99
3607 Gail Drive Apt. B
Florence, SC 29501
* Melissa Curtis 4,800 71 4,368 06/04/98 283
P.O. Box 248
Hudson, NC 28638
* Bobby Bullard 5,000 106 5,000 04/03/98 1,692
629 Wahee Rd
Marion, SC 29571
* Monty Hutson 5,800 17 5,800 09/03/98 173
11010 Iris Rd
Neosho, MO 64850
* Suzanne Depalma 1,500 17 973 11/13/96 207
25821 Telegraph Rd #65
Flat Rock, MI 48134
* Wayne Collins, Jr 2,683 15 1,528 12/03/96 46
441 Montague St
Dayton, TN 37321
* Jeffrey Pelfrey 2,500 12 1,460 06/24/96 6
241 Rattan Lane
Dayton, TN 37321
* David Daniels 3,000 44 1,013 10/10/96 88
368 Walkerton Rd
Dayton, TN 37321
* James Mincy 3,000 22 921 08/13/96 119
143 Price Circle
Spring City, TN 37381
* Deborah Johnson 9,800 48 4,694 09/27/96 620
450 Dyer Hollow RD
Dayton, TN 37321
* Darrell Iles 1,220 6 996 08/14/97 18
P.O. Box 223
Graysville, TN 37338
* Sherry Wilkey 9,214 49 7,658 03/02/98 1,232
2250 Cooper Rd
Sale Creek, TN 37373
* Lorin Curtis 2,300 11 527 10/01/94 97
P.O. Box 42
Goodman, MO 64843
* Gary Nelson 3,000 22 411 02/22/96 154
P.O. Box 154
Goodman, MO 64843
* Marlyce Hansen 16,500 160 16,500 08/21/98 798
49 North 400 East
Garland, UT 84337
* Heidi Stevenson 1,056 5 890 11/03/97 15
465 W 600 S
Tremonton, UT 84337
* David Alferez 1,800 8 501 06/11/94 309
1317 Agate
Mentone, Ca 92359
* Howard Smith 3,436 25 1557 12/30/96 237
3930 Oak Hill Road
Dayton, TN 37321
<FN>
* Participants are known parties-in-interest of the Plan.
</FN>
</TABLE>
La-Z-Boy Chair Company Schedule III
Matched Retirement Savings Plan
<TABLE>
Line 27d - Schedule of Reportable Transactions* For the Year Ended December 31,
1998
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 Company of Ohio, N.A. Victory Stock Index Fund $3,050,762 $3,050,762 $3,050,762
Key Trust Company of OHio, N.A. Victory Stock Index Fund $1,593,192 1,079,199 1,593,192 $513,993
Key Trust Company of Ohio, N.A. Employee Benefits Money Market Fund 4,463,973 4,463,973 4,463,973
Key Trust Company of Ohio, N.A. Employee Benefits Money Market Fund 4,293,857 4,293,857 4,293,857
Key Trust Company of Ohio, N.A. Victory Balanced Fund 2,088,307 2,088,307 2,088,307
Key Trust Company of Ohio, N.A. Victory Balanced Fund 1,011,297 803,523 1,011,297 207,774
Key Trust Company of Ohio, N.A. La-Z-Boy Incorporated Common Stock 1,849,833 1,849,833 1,849,833
Key Trust Company of Ohio, N.A. La-Z-Boy Incorporated Common Stock 1,483,960 797,252 1,483,960 686,708
<FN>
* Transactions or series of transactions in excess of 5% of the current value of
the Plan's assets at December 31, 1997, 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. 333-03097) of La-Z-Boy Incorporated of our report
dated June 25, 1999 relating to the financial statements of the La-Z-Boy Chair
Company Matched Retirement Savings Plan, which appears in this form 11-K.
PricewaterhouseCoopers LLP
Toledo, Ohio
June 28, 1999
