UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED APRIL 24, 1999
Commission File No. 1-9656
LA-Z-BOY INCORPORATED
1284 N. Telegraph Road, Monroe, MI 48162
(734) 242-1444
Incorporated in Michigan I.R.S. Employer Identification Number 38-0751137
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class Exchange on Which Registered
Common Stock, $1.00 Par Value New York Stock Exchange
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No __
Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
Based on the closing price of June 18, 1999, the aggregate market value of
common stock held by nonaffiliates of the registrant was $1.2 billion.
The number of common shares outstanding of the Registrant was 52,262,722 as of
June 18, 1999.
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Portions of the 1999 Annual Report to Shareholders for the year ended April
24, 1999 are incorporated by reference in Part I, II and IV.
(2) Portions of the Annual Proxy Statement filed with the Securities and
Exchange Commission on June 25, 1999 are incorporated by reference into Part
III.
TABLE OF CONTENTS
FORM 10-K ANNUAL REPORT - 1999
LA-Z-BOY INCORPORATED
PART I Page
Item 1. Business..............................................1
Item 2. Properties............................................4
Item 3. Legal Proceedings.....................................7
Item 4. Submission of Matters to a Vote of Security Holders...7
PART II
Items 5. through 8.............................................7
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures..................7
PART III
Items 10. through 13...........................................7
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K......................................7
PART I
ITEM 1. BUSINESS.
Information required in Part I, Item 1, section (a) is contained in the
Registrant's 1999 Annual Report to Shareholders in Note 2 on page 22 and Note 13
on page 27 of the Registrant's consolidated financial statements and is
incorporated herein by reference.
Principal Products
The Registrant operates in the furniture industry. "Residential" dealers are
those who resell to individuals for their home use including upholstered
furniture as well as casegoods. "Business Furniture" dealers are those who
resell seating and casegood products to commercial users. Additional information
regarding products and market share data is contained in the Registrant's 1999
Annual Report in Note 11 on pages 26 and 27 and on page 28 in the Introductory
section of the Management Discussion and Analysis and is incorporated herein by
reference.
Industry Segments
Additional information required with respect to industry segments is contained
in the Registrant's 1999 Annual Report in Note 11 on pages 26 and 27 and is
incorporated herein by reference.
Status of New Products or Segments
During fiscal year 1999, the Registrant did not add any major products or
segments.
Raw Materials
The principal raw materials used by the Registrant in the manufacture of its
products are hardwoods for solid wood dining room and bedroom furniture,
casegoods, occasional tables and for the frame components of seating units;
plywood and chipwood for internal parts; veneers for wall units and occasional
tables; water-based and liquid finishes (stains, sealant, lacquers) for external
wood; steel for the mechanisms; leather, cotton, wool, synthetic and vinyl
fabrics for covers; and polyester batting and non-chlorofluorocarbonated
polyurethane foam for cushioning and padding. Steel and wood products are
generally purchased from a number of sources, usually in the vicinity of the
particular plant, and product-covering fabrics and polyurethane are purchased
from a substantial number of sources on a mostly centralized basis. The
Registrant fabricates many of the parts in its products, largely because quality
parts made to its exact specifications are not obtainable at reasonable cost
from outside sources.
Raw material costs historically have been about 38 percent of sales in the
upholstery operations and a somewhat higher percentage in the casegoods
operations. Purchased fabric (which includes leather) is the largest single raw
material cost representing about 41 percent of total upholstery product material
costs. Polyurethane (poly) foam and lumber are the next two largest types of
upholstery raw material costs. Poly is sensitive to changes in the price of oil.
Price increases for raw materials have been slightly lower than the inflation
rate in recent years and are expected to continue at this rate.
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Lumber historically has had measurable changes in prices over the short term and
long term. The Registrant is usually not as affected by these changes as much as
many other furniture manufacturers due to the large percentage of upholstered
goods manufactured that do not require as much lumber as casegoods. Also, wood
substitutes, (e.g. steel, plastic) can be used to some degree in upholstered
products.
Patents, Licenses and Franchises or Concessions
The Registrant has a number of patents on its reclining chair and rocking chair
mechanisms, which it believes were important to the early success of the
Registrant and to its present competitive position. It believes, however, that
since it is so firmly established in the industry, the loss of any single or
small group of patents would not materially affect the Registrant's business. In
addition to the patent on the mechanisms, the Registrant has obtained patents on
some of its furniture designs. The Registrant has no material licenses,
franchises or concessions.
Seasonal Business
The Registrant generally experiences its lowest level of sales during its first
quarter. When possible, the scheduling of production is designed to maintain
generally uniform manufacturing activity throughout the year, except for mid
summer plant shutdowns to coincide with slower sales.
Practices Regarding Working Capital Items
The Registrant does not carry significant amounts of upholstered finished goods
inventory to meet rapid delivery requirements of customers or to assure itself
of a continuous allotment of goods from suppliers. Normal customer terms provide
for one payment due within 45 days with a 1 percent discount within 30 days (one
installment, 1 percent discount 30 net 45). Extended dating is often offered on
sales promotions.
Most casegoods finished goods inventories are built to provide for quicker
delivery requirements of customers without installment credit terms, therefore,
resulting in higher levels of finished product on hand at any period in time
than the upholstered products. Kincaid and Hammary divisions primarily sell
casegood products. Casegoods are also sold through the Business Furniture Group.
Customers
The Registrant distributes to over 20,000 locations. The Registrant does not
have any customer whose sales amount to 3 percent or more of its consolidated
sales for fiscal year 1999. The Registrant's approximate dealer mix consisted of
43 percent proprietary, 16 percent to major dealers (Montgomery Ward and other
department stores) and 41 percent to general dealers.
Proprietary dealers consist of stores either dedicated to the sale of La-Z-Boy
products or with a La-Z-Boy gallery within their store. The dedicated stores
include La-Z-Boy Furniture Galleries stores and Showcase Shoppes. In-store
dedicated galleries have been established for many of the Registrant's
divisions.
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Orders and Backlog
It has been determined that the majority of the Registrant's Residential
division orders are for dealer stock, with approximately 39 percent of orders
being requested directly by customers. Furthermore, about 7 percent of units
produced at all divisions are built for the Registrant's inventory. The
remainder are "built-to-order" for dealers.
As of May 31, 1999 and May 31, 1998, backlogs were approximately $108 million
and $93 million, respectively. These amounts represent less than five weeks of
sales. On average, orders are shipped in approximately five weeks. The measure
of backlog at a point in time may not be indicative of future sales performance.
The Registrant does not rely entirely on backlogs to predict future sales since
the sales cycle is only five weeks and backlog can change from week to week.
The cancellation policy for La-Z-Boy Incorporated, in general, is that an order
cannot be canceled after it has been selected for production. Orders from
prebuilt stock, though, may be canceled up to the time of shipment.
Renegotiation Contracts
The Registrant does not have any material portion of business which may be
subject to renegotiation of profits or termination of contracts or subcontracts
at the election of the Government.
Competitive Conditions
The Registrant believes that it ranks third in the U.S. in dollar volume of
sales within the Residential furniture industry, which includes manufacturers of
bedroom, dining room and living room furniture. Some of the larger companies
that compete with the Residential side of La-Z-Boy are: Bassett Furniture,
Ethan Allen, Furniture Brands International, Ladd Furniture, Lifestyle
Furnishings International and Natuzzi.
The Registrant competes primarily by emphasis on the quality of its products,
dealer support, brand name and a lifetime warranty on the reclining and leg rest
mechanisms.
The Registrant has approximately fifteen major competitors in the U.S. reclining
or motion chair field and a substantially larger number of competitors in the
upholstery business as a whole, as well as in the casegoods and Business
Furniture businesses.
Research and Development Activities
The Registrant spent $8.4 million in fiscal 1999 for new product development,
existing product improvement, quality control, improvement of current
manufacturing operations and research into the use of new materials in the
construction of its products. The Registrant spent $9.5 million in fiscal 1998
on such activities and $8.3 million on such activities in fiscal 1997. The
Registrant's customers generally do not engage in research with respect to the
Registrant's products.
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Compliance with Environmental Regulations
Information relating to Compliance with Environmental Regulations is included in
Note 12 of the Consolidated Financial Statements appearing on page 27 of
La-Z-Boy Incorporated Annual Report to Shareholders for 1999 and is incorporated
herein by reference.
Number of Employees
The Registrant and its subsidiaries employed 12,796 persons as of April 24, 1999
and 12,155 persons as of April 25, 1998.
Financial Information about Foreign and Domestic Operations and Export Sales
The Registrant does not make any material amount of sales of upholstered
furniture from export sales, which are about 2% of sales. The Registrant sells
upholstered furniture to Canadian customers through its Canadian subsidiary,
La-Z-Boy Canada Limited. Sales in Europe also occur through the Registrant's
subsidiary Centurion Furniture plc, which is located in the United Kingdom.
The Registrant also derives a small amount of royalty revenues from the sale and
licensing of its trademarks, tradenames and patents to certain foreign
manufacturers.
ITEM 2. PROPERTIES.
The Registrant operates thirty-four manufacturing plants (most with warehousing
space), has an automated fabric-processing center and has divisional and
corporate offices. Some locations listed on the following page have more than
one plant.
The location of these plants, the approximate floor space, principal
operations conducted, the average age and the approximate number of employees at
such locations as of April 24, 1999 are as follows:
Facilities'
Floor Space Average Number of
Location (square feet) Operations Conducted Age Employees
- ---------------- ------------- ------------------------ ----------- ---------
Bedford,Virginia 285,431 Manufacturing and 40 348
(Sam Moore) assembly of upholstery
Clearfield, 48,000 Upholstering and assembly 8 39
Utah of upholstery
(England/Corsair)
Dayton, 910,880 Manufacturing, assembly 16 2,270
Tennessee and warehousing of
(Residential) upholstery and R & D
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Facilities'
Floor Space Average Number of
Location (square feet) Operations Conducted Age Employees
- ---------------- ------------- ------------------------ ----------- ---------
Florence, 416,249 Manufacturing, assembly 29 441
South Carolina and warehousing of
(Residential) upholstery
Florence, 48,400 Fabric processing center 22 16
South Carolina
(Residential)
Hudson area, 1,072,745 Manufacturing, assembly 32 1,195
North Carolina and warehousing of
(Kincaid) casegoods and division
office
Irapuato, 30,000 Manufacturing of 21 70
Mexico upholstery
(Distincion
Muebles)
Leland, 311,990 Manufacturing, assembly 23 303
Mississippi and warehousing of
(Contract) upholstery and
warehousing of Business
Furniture casegoods
Lenoir area, 654,688 Manufacturing, assembly 31 406
North Carolina and warehousing of
(Hammary) primarily casegoods and
some upholstered products
and division office
Leyland, 200,000 Manufacturing and 33 172
England, warehousing of upholstery
County of and division offices
Lancashire
(Centurion)
Lincolnton, 375,823 Manufacturing, 31 395
North Carolina warehousing and assembly
(Residential of upholstery and
and Contract) casegoods
Monroe, 242,235 Corporate office, 48 508
Michigan Residential and Business
Furniture Group division
offices
Morristown, 15,000 Manufacturing of 11 58
Tennessee upholstery
(England/Corsair)
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Facilities'
Floor Space Average Number of
Location (square feet) Operations Conducted Age Employees
- ---------------- ------------- ------------------------ ----------- ---------
Neosho, 560,640 Manufacturing, assembly 23 1,288
Missouri and warehousing of
(Residential) upholstery
New Tazewell, 737,978 Manufacturing, assembly 6 1,465
Tennessee and warehousing of
(England/Corsair) primarily upholstery and
division office
Newton, 742,255 Manufacturing, assembly, 19 1,452
Mississippi leather cutting, plywood
(Residential) cutting and warehousing
of upholstery
Paoli, Indiana 15,000 Manufacturing of 30 50
(England/Corsair) upholstery
Redlands, 189,125 Upholstering, assembly 29 391
California and warehousing of
(Residential) upholstery
Siloam 399,616 Upholstering, warehousing 4 452
Springs, and assembly of
Arkansas upholstery
(Residential)
Tremonton, 672,770 Manufacturing, assembly 14 1,028
Utah and warehousing of
(Residential) upholstery
Waterloo, 257,340 Assembly and warehousing 29 449
Ontario of upholstery and
(Residential) division office
----------- ----------- --------
8,186,165 23 12,796
=========== =========== ========
The Monroe, Michigan; Redlands, California; Dayton, Tennessee; Waterloo,
Ontario, Canada; Lincolnton, North Carolina; Lenoir, North Carolina; Hudson,
North Carolina; New Tazewell, Tennessee; Morristown, Tennessee; Bedford,
Virginia; Leyland, England and the Newton, Mississippi woodworking plants are
owned by the Registrant. The Florence, South Carolina; Neosho, Missouri; Newton,
Mississippi; Siloam Springs, Arkansas and Tremonton, Utah plant as well as the
automated Fabric Processing Center were financed by the issuance of industrial
revenue bonds and are occupied under long-term leases with government
authorities. The Leland, Mississippi plant is under a long-term lease between
the Board of Supervisors of Washington County, Mississippi (lessor) and La-Z-Boy
Incorporated (lessee). These leases are capitalized on the Registrant's books.
The Clearfield, Utah; Paoli, Indiana and Irapuato, Mexico plants are under
long-term lease.
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The Registrant believes that its plants are well maintained, in good operating
condition and will be adequate to meet its present and near future business
requirements.
ITEM 3. LEGAL PROCEEDINGS.
Information relating to certain legal proceedings is included in Note 12 of the
Consolidated Financial Statements appearing on page 27 of the La-Z-Boy
Incorporated Annual Report to Shareholders for 1999 and is incorporated herein
by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY.
No matters were voted upon during the fourth quarter of 1999.
PART II
The information required in Part II (Items 5 through 8) is contained in the
La-Z-Boy Incorporated Annual Report to Shareholders for 1999, in the Financial
Report pages 17 through 32, and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
The information required in Part III (Items 10 through 13) is contained in the
Registrant's proxy statement dated June 25, 1999 and is incorporated herein by
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.
INDEX TO EXHIBITS (Note 1)
(3.1a) La-Z-Boy Incorporated Restated Articles of Incorporation (Note 6)
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(3.1b) La-Z-Boy Incorporated Amendment of the Articles of Incorporation (Note
15)
(3.2) La-Z-Boy Incorporated By-laws as amended and restated (Note 2)
(4) Instruments defining the rights of holders of long-term debt are not filed
herewith, pursuant to paragraph (4)(iii) of Regulation S-K Item 601. The
Registrant will furnish all such documents to the Securities and Exchange
Commission upon its request
(10) Material Contracts
* (10.1) La-Z-Boy Incorporated Amended and Restated 1993 Performance Based
Stock Plan (Note 7)
* (10.2) La-Z-Boy Incorporated Restricted Stock Plan for Non-Employee
Directors (Note 10)
* (10.3) La-Z-Boy Incorporated Executive Incentive Compensation Plan
Description (Note 5)
* (10.4) La-Z-Boy Incorporated Supplemental Executive Retirement Plan dated
May 1, 1991 (Revised in 1995) (Note 8)
* (10.5) La-Z-Boy Incorporated Amended and Restated 1997 Restricted Share Plan
(Note 4)
* (10.6) La-Z-Boy Incorporated 1997 Incentive Stock Option Plan (Note 4)
* (10.7) Form of Change in Control Agreement (Note 8)
* (10.8) Employees who are parties to the Change in Control Agreement (Note 3)
* (10.9) Form of Indemnification Agreement (Note 9)
* (10.10) Summary Plan Description and Partial Plan Document for the La-Z-Boy
Incorporated Personal Executive Life Insurance Program (the "Summary")(Note 5).
(In the case of one executive officer, Gene M. Hardy, the Personal Executive
Life Insurance Program operates differently from the manner described in the
Summary, in that: (a) Mr. Hardy does not benefit from Unscheduled Premium
payments, so information therein relating to such payments does not apply to
him, and (b) "gross up" payments to him are not repayable to the Company out of
policy death benefits or otherwise.)
* (10.11) The La-Z-Boy Incorporated 1986 Incentive Stock Option Plan (Note 11)
* (10.12) The La-Z-Boy Incorporated 1989 Restricted Share Plan (Note 10)
(13) Portions of the 1999 Annual Report to Shareholders (Note 12)
(21) List of subsidiaries of La-Z-Boy Incorporated (Note 15)
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(23) Consent of PricewaterhouseCoopers LLP (Note 13)
(27) Financial Data Schedule (Note 14)
* Indicates a contract or benefit plan under which one or more executive
officers or directors may receive benefits.
NOTES TO EXHIBITS
1. Copies of exhibits will be supplied upon request. All necessary annual and
quarterly reports are electronically filed with the SEC. Copies of the exhibits
are available through the SEC site on the Internet.
(http://www.sec.gov/cgi-bin/srch-edgar).
2. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated
Form 8-K filed on June 11, 1999.
3. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated
Form 10-K for the year ended April 25, 1998.
4. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated
Proxy statement dated July 27, 1997.
5. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated
Form 10-K for the year ended April 26, 1997.
6. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated
Form 10-Q for the quarter ended October 26, 1996.
7. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated
Proxy Statement dated June 28, 1996.
8. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated
Form 8-K for the quarter ended January 28, 1995.
9. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated
Form 8, Amendment No. 1 dated November 3, 1989.
10. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated
Proxy Statement dated July 6, 1989.
11. Incorporated by reference to exhibits included in the La-Z-Boy Incorporated
Proxy Statement dated June 26, 1986.
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12. With the exception of the information incorporated in Parts I and II, this
document is not deemed to be filed as part of the report on Form 10-K.
13. Incorporated by reference to `Consent of Independent Public Accountants' in
this Form 10-K.
14. This is included in the Edgar version only.
15. This document is filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
LA-Z-BOY INCORPORATED
BY /s/Patrick H. Norton__ July 8, 1999
P.H. Norton
Chairman of the Board
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below, as of July 8, 1999, by the following persons on behalf of
the Registrant and in the capacities indicated.
/s/Patrick H. Norton /s/J.F. Weaver
----------------------------- ----------------------------
P.H. Norton J.F. Weaver
Chairman of the Board Director
/s/G.L. Kiser
----------------------------- ----------------------------
G.L. Kiser D.K. Hehl
President and Chief Operating Director
Officer
/s/G.M. Hardy /s/R.E. Lipford
----------------------------- ----------------------------
G.M. Hardy R.E. Lipford
Secretary and Treasurer, Director
Principal Accounting Officer
and Director
/s/F.H. Jackson /s/H.G. Levy
----------------------------- ----------------------------
F.H. Jackson H.G. Levy
Executive VP Finance, Chief Director
Financial Officer and
Director
----------------------------- ----------------------------
L.G. Stevens J.W. Johnston
Director Director
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ANNUAL REPORT ON FORM 10-K
ITEM 14(a) and ITEM 14(d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
YEARS ENDED APRIL 24, 1999, APRIL 25, 1998 AND APRIL 26, 1997
LA-Z-BOY INCORPORATED
MONROE, MICHIGAN
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INDEX TO FINANCIAL STATEMENTS
The financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated May 20, 1999 appearing on pages 17 through 27
of the accompanying 1999 Annual Report to Shareholders are incorporated by
reference in this Form 10-K Annual Report. With the exception of the
aforementioned information, and the information incorporated in Part II, the
1999 Annual Report to Shareholders is not to be deemed filed as part of this
report. The following financial statement schedule should be read in conjunction
with the financial statements in such 1999 Annual Report to Shareholders.
Financial statement schedules not included in this Form 10-K Annual Report have
been omitted because they are not applicable or the required information is
shown in the financial statements or notes thereto.
FINANCIAL STATEMENT SCHEDULE
1999, 1998, AND 1997
Page
Report of Independent Accountants on Financial
Statement Schedule 14
Schedule II Valuation and Qualifying Accounts 15
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Report of Independent Accountants
On Financial Statement Schedule
To the Board of Directors of
La-Z-Boy Incorporated
Our audits of the consolidated financial statements referred to in our report
dated May 20, 1999 appearing in the 1999 Annual Report to Shareholders of
La-Z-Boy Incorporated (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedule listed in Item 14(a)(2) of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Toledo, Ohio
May 20, 1999
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Trade
accounts
Additions receivable
Balance at charged to "written off" Balance
beginning costs and net of at end of
Description of period expenses recoveries period
- --------------------------- ---------- ---------- ------------- ---------
Year ended April 24, 1999:
Allowance for doubtful
accounts and
long-term notes $20,639 $7,361 $2,372 $25,628
Accrued warranties $12,025 $2,550 $14,575
Year ended April 25, 1998:
Allowance for doubtful
accounts and
long-term notes $18,931 $7,333 $5,625 $20,639
Accrued warranties $10,775 $1,250 $12,025
Year ended April 26, 1997:
Allowance for doubtful
accounts and
long-term notes $18,033 $5,688 $4,790 $18,931
Accrued warranties $9,577 $1,198 $10,775
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Exhibit (3.1b)
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
Date Received
Aug 5, 1998 This document is effective on the date filed, unless a
subsequent effective date within 90 days
after received date is stated in the document.
Name
La-Z-Boy Incorporated, Attn: Legal Dept
Address
1284 N. Telegraph Road
City State Zip Code
Monroe Michigan 48162 EFFECTIVE DATE: Aug 21, 1998
Document will be returned to the name and address you enter above
If left blank document will be mailed to the registered office.
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Profit and Nonprofit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:
1. The present name of the corporation is: La-Z-Boy Incorporated
2. The identification number assigned by the Bureau is: 090657
3. Article IV of the Articles of Incorporation is hereby amended to read as
follows:
(1) The aggregate number of shares which the Corporation has authority to issue
is:
(a) 150,000,000 shares of Common Stock, $1.00 par value per share; and
[the rest of Article IV remains the same]
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COMPLETE ONLY ONE OF THE FOLLOWING:
4. (For amendments adopted by unanimous consent of incorporators before the
first meeting of the board of directors or trustees.)
The foregoing amendment to the Articles of Incorporation was duly adopted on
the_____________ day of____________, 19_____ , in accordance with the provisions
of the Act by the unanimous consent of the incorporator(s) before the first
meeting of the Board of Directors or Trustees.
Signed this___________day of_________, 19_______
- -------------------------------------- ------------------------------------
(Signature) (Signature)
- -------------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
- -------------------------------------- ------------------------------------
(Signature) (Signature)
- -------------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
5. (For profit and nonprofit corporations whose Articles state the corporation
is organized on a stock or on a membership basis.)
The foregoing amendment to the Articles of Incorporation was duly
adopted on the 27th day of July , 1998 by the shareholders if a profit
corporation, or by the shareholders or members if a nonprofit corporation (check
one of the following)
[X] at a meeting the necessary votes were cast in favor of the amendment.
[ ] by written consent of the shareholders or members having not less than
the minimum number of votes required by statute in accordance with Section
407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of the
Act if a profit corporation. Written notice to shareholders or members who have
not consented in writing has been given. (Note: Written consent by less than
all of the shareholders or members is permitted only if such provision appears
in the Articles of Incorporation.)
[ ] by written consent of all the shareholders or members entitled to vote in
accordance with section 407(3) of the Act if a nonprofit corporation, or
Section 407(2) of the Act if a profit corporation.
[ ] by the board of a profit corporation pursuant to section 611(2).
Profit Corporations Nonprofit Corporations
Signed this 3rd day of August, 1998 Signed this_______ day of________, 19____
By /s/ James P. Klarr By_______________________________________
(Signature of authorized officer (Signature of President, Vice-President,
or agent) Chairperson or Vice-Chairperson)
James P. Klarr _________________________________________
(Type or Print Name) (Type or Print Name)(Type or Print Title)
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Exhibit (21)
LA-Z-BOY INCORPORATED
LIST OF SUBSIDIARIES
Subsidiary Jurisdiction of Incorporation
- ---------- -----------------------------
La-Z-Boy Canada, Ltd. Ontario, Canada
La-Z-Boy Ad Co. Michigan
Kincaid Furniture Company, Incorporated Delaware
La-Z-Boy Export, Ltd. Barbados
LZB Finance, Inc. Michigan
England/Corsair, Inc. Michigan
LZB Properties, Inc. Michigan
LZB Florida Realty, Inc. Michigan
Centurion Furniture plc United Kingdom
Distincion Muebles, Sa de C.V. Mexico
Sam Moore Furniture Industries, Incorporated Virginia
La-Z-Boy Logistics, Inc. Michigan
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-34155, 333-34157, 33-8997, 333-03097 and
33-54743) of La-Z-Boy Incorporated of our report dated May 20, 1999 relating to
the financial statements, which appears in the Annual Report to Shareholders,
which is incorporated in this Annual Report on Form 10-K. We also consent to
the incorporation by reference of our report dated May 20, 1999 relating to the
financial statement schedule, which appears in this Form 10-K.
/s/PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Toledo, Ohio
July 8, 1999
19
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-24-1999
<PERIOD-END> APR-24-1999
<CASH> 33,550
<SECURITIES> 0
<RECEIVABLES> 265,167
<ALLOWANCES> 0
<INVENTORY> 96,511
<CURRENT-ASSETS> 425,588
<PP&E> 322,667
<DEPRECIATION> 196,678
<TOTAL-ASSETS> 629,792
<CURRENT-LIABILITIES> 132,428
<BONDS> 0
0
0
<COMMON> 52,340
<OTHER-SE> 362,575
<TOTAL-LIABILITY-AND-EQUITY> 629,792
<SALES> 1,287,645
<TOTAL-REVENUES> 1,287,645
<CGS> 946,731
<TOTAL-COSTS> 946,731
<OTHER-EXPENSES> 243,075
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,440
<INCOME-PRETAX> 107,238
<INCOME-TAX> 41,096
<INCOME-CONTINUING> 466,142
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 66,142
<EPS-BASIC> 1.25
<EPS-DILUTED> 1.24
<FN>
Receivables are reported net of allowances for doubtful accounts on the
Statement of Financial Position.
</FN>
</TABLE>
