SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------------
LA-Z-BOY INCORPORATED
(Exact name of registrant as specified in its charter)
MICHIGAN 38-0751137
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
1284 North Telegraph Road
Monroe, Michigan 48162
(Address of principal executive offices, including zip code)
-----------------------------
La-Z-Boy Incorporated Replacement Plan for LADD Stock Options
(Full title of the plan)
-----------------------------
Frederick H. Jackson
La-Z-Boy Incorporated
1284 North Telegraph Road
Monroe, Michigan 48162
(734) 242-1444
(Name, address, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of each Proposed Proposed
class of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee
- --------------- -------------- ------------- -------------- ------------
Common Stock, 11,947 shares $34.33 $410,140.51
$1.00 par value 11,048 shares 25.43 280,950.64
9,546 shares 24.79 236,645.34
47,200 shares 24.69 1,165,368.00
2,360 shares 20.98 49,512.80
10,956 shares 20.34 222,845.04
4,042 shares 18.44 74,534.48
112,100 shares 17.91 2,007,711.00
3,540 shares 17.85 63,189.00
57,820 shares 16.42 949,404.40
11,800 shares 15.05 177,590.00
5,900 shares 14.78 87,202.00
59,747 shares 14.62 873,501.14
133,340 shares 14.41 1,921,429.40
17,700 shares 13.99 247,623.00
17,836 shares 13.35 238,110.60
70,404 shares 13.25 932,853.00
4,277 shares 11.23 48,030.71
336,709 shares 10.17 3,424,330.53
42,480 shares 9.54 405,259.20
13,570 shares 9.12 123,758.40
-------------- --------------
984,322 shares $13,939,989.19 $3,680.16
================================================================================
(1) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
offering prices are based upon the prices at which the options granted under the
plan may be exercised.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a), (b), and (c) below are incorporated in this
Registration Statement by reference. All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents.
(a) The Registrant's Form 10-K for the fiscal year ended April 24,
1999, as amended by Amendment Number 1 thereto on Form 10-K/A filed September
27, 1999;
(b) The following documents filed by the Registrant pursuant to
Section 13(a) of the Exchange Act:
(1) Form 8-K filed May 20, 1999;
(2) Form 8-K filed June 11, 1999;
(3) Form 10-Q for the quarter ended July 24, 1999;
(4) Form 8-K filed September 30, 1999;
(5) Form 8-K filed November 3, 1999; and
(6) Form 10-Q for the quarter ended October 23, 1999; and
(c) The description of the Registrant's common stock, $1.00 par
value (the "Common Stock"), included in the Registrant's Form 8-A
Registration Statement dated August 5, 1987.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
La-Z-Boy Incorporated is a Michigan business corporation. The Michigan
Business Corporation Act, which governs La-Z-Boy, permits it to indemnify any
person who was, is or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, other than an
action, suit or proceeding by or in the right of La-Z-Boy, by reason of the
fact that he or she is or was a director, officer, employee or agent of
La-Z-Boy, or is or was serving at its request as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise (including any employee benefit plan) against
expenses (including attorney fees) and judgments, penalties, fines and amounts
paid in settlement that are actually and reasonably incurred by him or her in
connection with the action, suit or proceeding, if the indemnified person acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of La-Z-Boy or its shareholders, and with respect
to a criminal action or proceeding, if he or she had no reasonable cause to
believe his or her conduct was unlawful. The Michigan Business Corporation Act
also permits La-Z-Boy to indemnify any person who is or was a party or is
threatened to be made a party to any action, suit or proceeding by or in the
right of La-Z-Boy by reason of that fact that he or she is or was a director,
officer, employee or agent of La-Z-Boy (or is or was serving at its request in
one of the other capacities described above) against expenses (including
attorney's fees) and amounts paid in settlement that are actually and reasonably
incurred by him or her in connection with the action, suit or proceeding, if the
indemnified person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of La-Z-Boy or its
shareholders, except that no indemnification may be made for a claim, issue, or
matter in which the indemnified person has been found liable to La-Z-Boy except
for any indemnification against expenses that may be ordered by the court.
II-1
<PAGE>
Under these provisions of the Michigan Business Corporation Act, unless
ordered by a court, any indemnification described above may be made only as
authorized in the specific case upon a determination (made in one of the ways
described in Section 564a(1) of the Act) that indemnification of the pertinent
party is proper because he or she has met the applicable standard of conduct and
upon an evaluation of the reasonableness of expenses and amounts paid in
settlement. Section 564b of the Act permits payment or reimbursement of the
reasonable expenses incurred by an indemnified person in advance of final
disposition of an action, suit or proceeding, only if the person furnishes
La-Z-Boy with a written affirmation of his or her good faith belief that he or
she has met the applicable standard of conduct for indemnification and a written
undertaking to repay the advance if it ultimately is determined that he or she
did not meet the standard and only if a determination is made (in one of the
ways described in Section 564a(1)) that the facts then known to those making the
determination would not preclude indemnification under the Act. However, Section
565 of the Michigan Business Corporation Act further provides that its
provisions concerning indemnification and advancement of expenses are not
exclusive of other rights to which a person seeking indemnification or
advancement of expenses may be entitled under a corporation's articles of
incorporation, its bylaws or a contractual arrangement.
Section 2 of Article IX of La-Z-Boy's articles of incorporation provides
for mandatory indemnification of its directors and officers and permits
indemnification of other parties, as follows:
Section 2. Indemnification. The corporation shall indemnify any of
its directors and officers and may indemnify any of its employees and
agents (in each case including such person's heirs, executors,
administrators and legal representatives) who are made or threatened to
be made a party to an action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that
such person is or was a director, officer, employee or agent of the
corporation or serves or served at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not, to the fullest extent authorized
or permitted under the Michigan Business Corporation Act or other
applicable law, as the same presently exist or may hereafter be amended,
but in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification
rights than authorized or permitted before such amendment. Without
limiting the generality of the foregoing, the following provisions,
except to the extent they limit the indemnity which may be provided
pursuant to the foregoing, shall apply:
2.1--Indemnification of Directors and Officers: Claims by
Third Parties. The corporation shall to the fullest extent
authorized or permitted by the Act or other applicable law, as the
same presently exist or may hereafter may be amended, but, in the
case of any such amendment, only to the extent such amendment
permits the corporation to provide broader indemnification rights
than before such amendment, indemnify a director or officer (the
"Indemnitee") who was or is a party or is threatened to be made a
party to a threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal, other than an action
by or in the right of the corporation, by reason of the fact that
he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership,
joint venture, trust, or other enterprise, whether for profit or
not, against expenses, including attorneys' fees, judgments,
penalties, fines, and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the action,
suit or proceeding, if the Indemnitee acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation or its shareholders, and
with respect to a criminal action or proceeding, if the Indemnitee
had no reasonable cause to believe his or her conduct was
unlawful. The termination of an action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a
presumption that the Indemnitee did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed
to the best interests of the corporation or its shareholders, and,
with respect to a criminal action or proceeding, has reasonable
cause to believe that his or her conduct was unlawful.
2.2--Indemnification of Directors and Officers: Claims
Brought by or in the Right of the Corporation. The corporation
shall, to the fullest extent authorized or permitted by the Act or
other applicable law, as the same presently exist or may hereafter
be amended, but, in the case of any such amendment, only to the
extent such amendment permits the corporation to provide broader
indemnification right than before such amendment, indemnify a
director or officer (the "Indemnitee")
II-2
<PAGE>
who was or is a party to or is threatened to be made a party to a
threatened, pending, or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other
enterprise, whether for profit or not, against expenses, including
actual and reasonable attorneys' fees, and amounts paid in
settlement incurred by the Indemnitee in connection with the
action or suit, if the Indemnitee acted in good faith and in a
manner the Indemnitee reasonably believed to be in or not opposed
to the best interests of the corporation or its shareholders.
However, indemnification shall not be made under this subsection
2.2 for a claim, issue, or matter in which the Indemnitee has been
found liable to the corporation unless and only to the extent that
the court in which the action or suit was brought has determined
upon application that, despite the adjudication of liability but
in view of all circumstances of the case, the Indemnitee is fairly
and reasonably entitled to indemnification for the expenses which
the court considers proper.
2.3--Actions Brought by the Indemnitee. Notwithstanding the
provisions of subsections 2.1 and 2.2, the corporation shall not
be required to indemnify an Indemnitee in connection with an
action, suit, proceeding or claim (or part thereof) brought or
made by such Indemnitee, unless such action, suit, proceeding or
claim (or part thereof): (i) was authorized by the Board of
Directors of the corporation; or (ii) was brought or made to
enforce this Section 2 and the Indemnitee has been successful in
such action, suit, proceeding or claim (or part thereof).
2.4--Approval of Indemnification. An indemnification under
subsections 2.1 or 2.2 hereof, unless ordered by a court, shall be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the Indemnitee is
proper in the circumstances because such Indemnitee has met the
applicable standard of conduct set forth in subsections 2.1 or 2.2
as the case may be. This determination shall be made in any of the
following ways:
(a) By a majority vote of a quorum of the Board
consisting of directors who were not parties to the action,
suit, or proceeding.
(b) If the quorum described in subdivision (a) is not
obtainable, then by a majority vote of a committee of
directors who are not parties to the action. The committee
shall consist of not less than three (3) disinterested
directors.
(c) By independent legal counsel in a written
opinion.
(d) By the shareholders.
2.5--Advancement of Expenses. Expenses incurred in defending
a civil or criminal action, suit, or proceeding described in
subsections 2.1 or 2.2 above shall be paid by the corporation in
advance of the final disposition of the action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the
Indemnitee to repay the expenses if it is ultimately determined
that the Indemnitee is not entitled to be indemnified by the
corporation. The undertaking shall be by unlimited general
obligation of the person on whose behalf advances are made but
need not be secured.
2.6--Partial Indemnification. If an Indemnitee is entitled
to indemnification under subsections 2.1 or 2.2 for a portion of
expenses including attorneys' fees, judgments, penalties, fines,
and amounts paid in settlement, but not for the total amount
thereof, the corporation shall indemnify the Indemnitee for the
portion of the expenses, judgments, penalties, fines, or amounts
paid in settlement for which the Indemnitee is entitled to be
indemnified.
2.7--Indemnification of Employees and Agents. Any person who
is not covered by the foregoing provisions of this Section 2 and
who is or was an employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not, may be indemnified to the
fullest extent authorized or permitted by the Act or other
applicable law, as the same exist or may hereafter be amended,
but, in the case of any such amendment, only to the extent such
amendment permits the corporation to provide broader
II-3
<PAGE>
indemnification rights than before such amendment, but in any
event only to the extent authorized at any time or from time to
time by the Board of Directors.
2.8--Other Rights of Indemnification. The indemnification or
advancement of expenses provided under subsections 2.1 through 2.7
is not exclusive of other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the Articles of Incorporation or Bylaws, or an agreement. However,
the total amount of expenses advanced or indemnified from all
sources combined shall not exceed the amount of actual expenses
incurred by the person seeking indemnification or advancement of
expenses. The indemnification provided for in subsections 2.1
through 2.7 continues as to a person who ceases to be a director,
officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of the person.
2.9--Definitions. "Other enterprise" shall include employee
benefit plans: "fines" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and "serving at
the request of the corporation" shall include any service as a
director, officer, employee, or agent of the corporation which
imposes duties on, or involves services by, the director, officer,
employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good
faith and in a manner he or she reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be considered to have acted in a manner "not
opposed to the best interests of the corporation or its
shareholders" as referred to in subsections 2.1 and 2.2.
2.10--Liability Insurance. The corporation shall have the
power to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, or other
enterprise, whether for profit or not, against any liability
asserted against and incurred by such person in any such capacity
or arising out of such person's status as such, regardless of
whether or not the corporation would have the power to indemnify
such person against such liability under the pertinent provisions
of the Act.
2.11--Enforcement. If a claim under this Section 2 is not
paid in full by the corporation within thirty days after a written
claim has been received by the corporation, the claimant may at
any time thereafter bring suit against the corporation to recover
the unpaid amount of the claim, and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any is
required, has been tendered to the corporation) that the claimant
has not met the standards of conduct which makes it permissible
under the Act for the corporation to indemnify the claimant for
the amount claimed, but the burden of providing such defense shall
be on the corporation. Neither the failure of the corporation
(including the Board of Directors, a committee thereof,
independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because such claimant has met the applicable standard of conduct
set forth in the Act nor an actual determination by the
corporation (including its Board of Directors, a committee
thereof, independent legal counsel or its shareholders) that the
claimant has not met such applicable standard of conduct, shall be
a defense to the action or create a presumption that the claimant
has not met the applicable standard of conduct.
2.12--Contract with the Corporation. The right to
indemnification conferred in this Section 2 shall be deemed to be
a contract right between the corporation and each director or
officer who serves in any such capacity at any time while this
Section 2 is in effect and any repeal or modification of this
Section 2 shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or
any action, suit, proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts.
2.13--Application to a Resulting or Surviving Corporation or
Constituent Corporation. The definition for "corporation" found in
Section 569 of the Act, as the same exists or may hereafter be
amended is, and shall be, specifically excluded from application
to this Section 2. The indemnification and other obligations set
forth in this Section 2 of the corporation shall be binding upon
any resulting or surviving corporation after any merger or
consolidation with the corporation.
II-4
<PAGE>
Notwithstanding anything to the contrary contained herein or in
Section 569 of the Act, no person shall be entitled to the
indemnification and other rights set forth in this Section 2 for
acting as a director or officer of another corporation prior to
such other corporation entering into a merger or consolidation
with the corporation.
2.14--Severability. Each and every paragraph, sentence, term
and provision of this Section 2 shall be considered severable in
that, in the event that a court finds any paragraph, sentence,
term or provision to be invalid or unenforceable, the validity and
enforceability, operation, or effect of the remaining paragraphs,
sentences, terms or provisions shall not be affected, and this
Section 2 shall be construed in all respects as if such invalid or
unenforceable matter had been omitted.
La-Z-Boy also has entered into indemnification agreements with all of its
directors and executive officers. Those agreements require it to maintain
directors' and officers' liability insurance for their benefit or a substitute
for such insurance to the extent reasonably available, or to indemnify them to
the full extent of the insurance coverage that otherwise would be provided to
them. The agreements contemplate indemnification broader than that expressly
provided for in the Michigan Business Corporation Act, in that they contemplate,
when certain conditions are met, indemnification against judgments and fines (as
well as settlement costs) incurred in proceedings brought by or in the right of
La-Z-Boy.
Section 209(c) of the Michigan Business Corporation Act also provides
that the articles of incorporation of a Michigan business corporation may
contain a provision providing that a director of the corporation is not
personally liable to the corporation or its shareholders for monetary damages
for a breach of the director's fiduciary duty, except that such a provision may
not eliminate or limit the liability of a director for any breach of the
director's duty of loyalty to the corporation or its shareholders; acts or
omissions not in good faith or that involve intentional misconduct or knowing
violation of law; a violation of Section 551(1) of the Michigan Business
Corporation Act (which relates to unauthorized dividends or distributions to
shareholders and unauthorized loans); or any transaction from which the director
derived an improper personal benefit. At the 1987 Annual Meeting of its
shareholders, La-Z-Boy's shareholders approved an amendment to its Articles of
Incorporation to include such a provision, as well as the above-quoted
provisions of Section 2, Article IX.
On a regular basis (and not specifically in connection with this
offering), La-Z-Boy also maintains insurance against liabilities arising on the
part of any of its directors or officers out of their performance in those
capacities or arising on La-Z-Boy's part out of the foregoing indemnification
provisions, subject to certain exclusions and to the policy limits.
Item 7. Exemption from Registration Claimed.
Not applicable.
<TABLE>
<CAPTION>
Item 8. Exhibits.
The following exhibits are filed or incorporated by reference as part of
this Registration Statement:
Exhibit No. Description of Exhibit (Note 1)
- ----------------- -----------------------------------------------------------------------------------
<S> <C>
4.1 La-Z-Boy Incorporated Restated Articles of Incorporation (Note 2)
4.2 Amendment to Restated Articles of Incorporation (Note 3)
4.3 Current La-Z-Boy Incorporated By-laws (Note 4)
4.4 Form of certificate of Common Stock, $1.00 par value (Note 5)
4.5 La-Z-Boy Incorporated Replacement Plan for LADD Stock
Options (without Schedule) [The Registrant undertakes to
provide a copy of the Schedule to the Commission at its
request.]
5 Opinion and consent of Miller, Canfield, Paddock and Stone, P.L.C.
15 (not applicable)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Miller, Canfield, Paddock and Stone, P.L.C. (included in Exhibit 5)
24 Powers of attorney (contained in the signature page to this Registration Statement)
99 (not applicable)
</TABLE>
II-5
<PAGE>
Notes To Exhibits
1. For all documents incorporated by reference, the SEC file number is
1-9656. Unless otherwise indicated in the text of an exhibit description, the
described exhibit is being filed with this Registration Statement.
2. Incorporated by reference to an exhibit to Form 10-Q for the quarter
ended October 26, 1996.
3. Incorporated by reference to an exhibit to Form 10-K/A filed September
27, 1999.
4. Incorporated by reference to an exhibit to Form 8-K dated June 11,
1999.
5. Incorporated by reference to an exhibit to Form 10-K for the fiscal
year ended April 26, 1997.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission (the "Commission") by
the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Monroe, State of Michigan, on January 28, 2000.
LA-Z-BOY INCORPORATED
By:/s/Gene M. Hardy
-----------------------------------
Gene M. Hardy
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Each of the undersigned does hereby severally constitute and appoint
Gerald L. Kiser, Frederick H. Jackson, and Gene M. Hardy, and each or any one of
them, his true and lawful attorneys and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys and agents, and each or any of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys and agents, and each of them,
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
<TABLE>
<S> <C> <C> <C>
/s/P. H. Norton Jan. 28, 2000 /s/J. F. Weaver Jan. 28, 2000
- ------------------------------------ ------------------------------------
P.H. Norton J.F. Weaver
Chairman of the Board and Director Director
/s/G. L. Kiser Jan. 28, 2000 /s/D. K. Hehl Jan. 28, 2000
- ------------------------------------ ------------------------------------
G.L. Kiser D.K. Hehl
President and Chief Operating Officer Director
/s/G. M. Hardy Jan. 28, 2000 /s/R. E. Lipford Jan. 28, 2000
- ------------------------------------ ------------------------------------
G.M. Hardy R.E. Lipford
Secretary and Treasurer, Principal Director
Accounting Officer, and Director
/s/F. H. Jackson Jan. 28, 2000 /s/H. G. Levy Jan. 28, 2000
- ------------------------------------ ------------------------------------
F.H. Jackson H.G. Levy
Executive VP Finance, Chief Financial Director
Officer, and Director
Jan. 28, 2000 Jan. 28, 2000
- ------------------------------------ ------------------------------------
L.G. Stevens J.W. Johnston
Director Director
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Description of Exhibit (Note 1)
- ----------------- ------------------------------------------------------------------------------------
<S> <C>
4.1 La-Z-Boy Incorporated Restated Articles of Incorporation (Note 2)
4.2 Amendment to Restated Articles of Incorporation (Note 3)
4.3 Current La-Z-Boy Incorporated By-laws (Note 4)
4.4 Form of certificate of Common Stock, $1.00 par value (Note 5)
4.5 La-Z-Boy Incorporated Replacement Plan for LADD Stock
Options (without Schedule) [The Registrant undertakes to
provide a copy of the Schedule to the Commission at its
request.]
5 Opinion and consent of Miller, Canfield, Paddock and Stone, P.L.C.
15 (not applicable)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Miller, Canfield, Paddock and Stone, P.L.C. (included in Exhibit 5)
24 Powers of attorney (contained in the signature page to this Registration Statement)
99 (not applicable)
</TABLE>
Notes To Exhibits
1. For all documents incorporated by reference, the SEC file number is
1-9656. Unless otherwise indicated in the text of an exhibit description, the
described exhibit is being filed with this Registration Statement.
2. Incorporated by reference to an exhibit to Form 10-Q for the quarter
ended October 26, 1996.
3. Incorporated by reference to an exhibit to Form 10-K/A filed September
27, 1999.
4. Incorporated by reference to an exhibit to Form 8-K dated June 11,
1999.
5. Incorporated by reference to an exhibit to Form 10-K for the fiscal
year ended April 26, 1997.
<PAGE>
Exhibit 4.5
LA-Z-BOY INCORPORATED
REPLACEMENT PLAN
FOR LADD STOCK OPTIONS
As adopted as of January 26, 2000
<PAGE>
LA-Z-BOY INCORPORATED
REPLACEMENT PLAN
FOR LADD STOCK OPTIONS
THIS LA-Z-BOY INCORPORATED REPLACEMENT PLAN FOR LADD STOCK OPTIONS
(this "Plan") has been adopted by the Board of Directors (the "Board") of
La-Z-Boy Incorporated, a Michigan corporation (the "Company"), as of January 26,
2000 (the "adoption date"), in connection with the planned merger (the "Merger")
of LZB Acquisition Corp., a Michigan corporation and wholly-owned subsidiary of
the Company, with and into LADD Furniture, Inc., a North Carolina corporation
("LADD"), contemplated by that certain Agreement and Plan of Merger among the
Company, LZB Acquisition Corp., and LADD dated as of September 28, 1999, as
amended by Amendment No. 1 to that agreement, dated as of December 13, 1999 (as
so amended, the "Merger Agreement"), pursuant to which, at the time the Merger
becomes effective (the "Effective Time"), LADD is to become a wholly-owned
subsidiary of the Company.
LADD has advised the Company that, from time to time prior to the
adoption of this Plan, LADD has granted options to acquire shares of its common
stock ("Predecessor Options") to persons eligible to receive them under its 1983
Incentive Stock Option Plan or its 1994 Incentive Stock Option Plan (either such
plan, a "Predecessor Plan"), some of which options are still outstanding, in
whole or in part, as of the adoption date and are expected to continue to be
outstanding up to the Effective Time. As of the adoption date, many of the
outstanding Predecessor Options are held by persons (including executive
officers of LADD) who are expected to continue to be employees of LADD or a LADD
subsidiary as of the Effective Time, but some of the outstanding Predecessor
Options are held by non-employee directors of LADD or by other persons who have
succeeded to the interests of an employee or non-employee director in accordance
with the terms of the plan under which the Predecessor Option was granted, none
of which holders are expected to have any employee or non-employee director
relationship with the Company, LADD, or any subsidiary of either at the
Effective Time.
The parties to the Merger Agreement previously contemplated that each
Predecessor Option still outstanding immediately prior to the Effective Time
would be replaced at the Effective Time by an option to acquire shares of the
Company's common stock (a "Replacement Option") granted to the holder by the
Company in substitution for his Predecessor Option, each of which Replacement
Options would cover the number of shares of Company common stock and have a per
share exercise price determined in the manner contemplated by Section 1.04(a) of
the Merger Agreement, would be exercisable on the same exercisability schedule
that applied immediately before the Effective Time to the Predecessor Option for
which the Replacement Option was substituted (except that a Replacement Option
granted in substitution for a Predecessor Option held by a person who
immediately before the Effective Time was an executive officer or non-employee
director of LADD would be fully exercisable with respect to all covered shares
from the time the grant of the Replacement Option first becomes effective, even
if the relevant Predecessor Option by then would not have become fully
exercisable), and would otherwise have the same terms and conditions as those
that applied to the Predecessor Option for which the Replacement Option was
1
<PAGE>
substituted or, if more favorable to the holder, the same as those that would
have applied to that Predecessor Option if it had been granted under the other
Predecessor Plan. The parties also contemplated that by the Effective Time all
of the Company common shares subject to Replacement Options would be registered
with the Securities and Exchange Commission ("SEC") under the Securities Act of
1933 on Form S-8, which form of registration statement becomes effective when
filed with the SEC.
However, it recently has come to the attention of the parties that, in
the view of staff of the SEC, Form S-8 would not be a proper form for
registering shares subject to Replacement Options granted to holders who do not
have an employee or non-employee director relationship with LADD or a subsidiary
once LADD becomes a subsidiary of the Company ("Unrelated Holders"), and any
form appropriate for registration of shares subject to options granted to such
holders likely could not become effective by the Effective Time. In light of the
foregoing, the parties now contemplate that, instead of granting Replacement
Options to Unrelated Holders in substitution for their Predecessor Options, the
Company will grant them, for each such option, a stock appreciation right
covering units equal in number to the number of Company common shares that would
have been covered by the Replacement Option(s) that otherwise would have
granted, having a per unit strike price equal to the per share exercise price
that would have applied to that Replacement Option, and otherwise generally
having the same exercise and expiration terms as would have applied to that
Replacement Option, but which, upon proper exercise, would entitle the holder,
not to any Company common shares, but, rather, to a cash amount equal to the
excess, if any, of the exercise date fair market value (as defined in Section 5)
of a Company common share over the per unit strike price of the Replacement SAR,
multiplied by the number of units for which the Replacement SAR is being
exercised (a "Replacement SAR").
This Plan is intended to provide the vehicle by which such
substitutions will occur.
Section 1. Purpose
The sole purpose of this Plan is to effect the substitution of
Replacement Options and Replacement SARs for Predecessor Options at the
Effective Time, as contemplated by the parties to the Merger Agreement.
Notwithstanding any other provision of this Plan to the contrary: no option,
stock appreciation right, or other award shall be granted under this Plan other
than Replacement Options and Replacement SARs; no grant of any kind shall be
made under this Plan after the Effective Time; and no grant of a Replacement
Option or Replacement SAR made before the Effective Time shall become effective
unless and until the Effective Time occurs.
Section 2. Administration
This Plan shall be administered by the Board or such committee or
subcommittee of the Board as the Board from time to time may designate (the
"Administrator"). The initial Administrator shall be the Compensation and Stock
Option Committee of the Board.
Subject to the provisions of this Plan, the determinations or the
interpretation and construction of any provision of this Plan by the
Administrator shall be final and conclusive upon
2
<PAGE>
all persons affected thereby. By way of illustration and not of limitation, the
Administrator shall have the discretion: (a) to construe and interpret the terms
of this Plan and of all Replacement Options and Replacement SARs granted under
this Plan; (b) to prescribe, amend, and rescind rules and regulations relating
to this Plan; (c) to determine such adjustments, if any, in the terms of then
outstanding Replacement Options and Replacement SARs as from time to time after
the Effective Time may be required by Section 12; (d) to determine whether a
leave of absence from employment will constitute termination of employment for
purposes of this Plan; (e) to correct any defect, supply any omission, or
reconcile any inconsistency in this Plan or in any Replacement Option or
Replacement SAR; and (f) to make all other determinations necessary or advisable
for the administration of this Plan. However, the authority of the Administrator
under this Plan does not extend to the grant of options, stock appreciation
rights, or other awards (the only awards authorized by this Plan being those
Replacement Options and Replacement SARs that automatically are being granted
under Section 4 coincident with the adoption of this Plan), nor may the
Administrator approve a reduction of the per share exercise price of any
Replacement Option or the per unit strike price of any Replacement SAR except as
contemplated by Section 12.
Any action of the Administrator with respect to this Plan shall be
taken by a majority vote at a meeting of the Administrator or by written consent
of all of the members of the Administrator without a meeting.
Section 3. Stock Available for Replacement Options
Schedule I to this Plan shows 984,322 shares as the maximum number of
Company common shares that would be needed to cover all Replacement Options
there scheduled, and that number, subject to reduction to the extent Predecessor
Options outstanding at the adoption date of this Plan are exercised or
terminated without exercise or become held by an Unrelated Holder prior to the
Effective Time, and subject to further adjustment after the Effective Time as
and when contemplated by Section 12, is the maximum number of Company common
shares authorized to be issued pursuant to this Plan. Subject to adjustment as
and when contemplated by Section 12, the only securities to be covered by
Replacement Options shall be Company common shares, all of which shares, when
issuable, shall be issued from the authorized and unissued shares of Company
common stock. As of the adoption of this Plan, 984,332 authorized and unissued
Company common shares are reserved for future issuance pursuant to this Plan,
and at all relevant times after the adoption date, there shall be so reserved
for future issuance the total number of shares covered by those Replacement
Options that then remain outstanding.
Section 4. Grants of Replacement Options and Replacement SARs
Based on information provided by LADD concerning the terms of the
Predecessor Plans, those Predecessor Options still outstanding at the adoption
date, and their respective holders at that date, the Company has listed in
Schedule I each Predecessor Option then outstanding, its date of grant and
scheduled expiration date, and (in each case, as of the adoption date) its
holder, the number of shares of LADD common stock then still covered by the
option, its exercise price per share, the extent to which it by then had become
exercisable, the time(s) after the adoption date at which it normally first
would become exercisable with respect to additional covered shares, and
3
<PAGE>
whether it is classified as an option to be afforded the Federal income tax
treatment contemplated by Section 422 of the Internal Revenue Code (an "ISO") or
is not an ISO (an "NQSO").
For each Predecessor Option so scheduled (other than those held by
persons who at the adoption date are Unrelated Holders), Schedule I also shows
the number of Company common shares expected to be covered by a Replacement
Option substituted for that Predecessor Option (or by two Replacement Options,
if the Predecessor Option is classified as an ISO and acceleration of
exercisability at the Effective Time would cause part of that option no longer
to qualify as an ISO), the exercise price per share of the Replacement
Option(s), any changes in exercisability of the Replacement Option(s) from those
applicable to the related Predecessor Option, and the classification of the
Replacement Option(s) as an ISO or NQSO, and for each Predecessor Option held by
a person who at the adoption date is an Unrelated Holder, Schedule I shows the
number of units expected to be covered by a Replacement SAR substituted for the
Predecessor Option, the strike price per unit, and any changes in exercisability
of the Replacement SAR from those applicable to the related Predecessor Option.
Schedule I also assigns each Replacement Option or Replacement SAR so scheduled
a number, to distinguish it from all other scheduled Replacement Options and
Replacement SARs.
By adoption of this Plan, the Company grants to each person who
immediately prior to the Effective Time holds a scheduled Predecessor Option
that remains outstanding immediately prior to the Effective Time and who is not
then an Unrelated Holder, a Replacement Option (or two Replacement Options) and
to each person who immediately prior to the Effective Time is an Unrelated
Holder holding a Predecessor Option that then remains outstanding a Replacement
SAR, which grant first shall become effective at the Effective Time and, when
effective, shall substitute for and entirely replace the holder's Predecessor
Option. The terms and conditions of each Replacement Option (or set of
Replacement Options) or Replacement SAR granted in substitution for any given
Predecessor Option are as shown on Schedule I (except that the number of covered
shares or units there shown shall be proportionately reduced to reflect the
extent, if any, to which the related Predecessor Option is exercised or
otherwise terminated prior to the Effective Time and except as provided in the
next sentence) and are as otherwise provided in this Plan. Anything above to the
contrary notwithstanding, however, if any Predecessor Option scheduled in
Schedule I is held at the adoption date by a person not an Unrelated Holder but
immediately before the Effective Time is held by an Unrelated Holder, the
Replacement Options(s) granted with respect to that Predecessor Option shall not
become effective and, instead, shall be converted at the Effective Time into a
Replacement SAR on terms equivalent to those of the converted Replacement
Options(s).
As promptly as possible following the adoption of this Plan, each
holder shown on Schedule I shall be provided by the Company with an
individualized schedule or schedules, derived from Schedule I, showing the terms
of each Predecessor Option held by that holder at the adoption date and the
Replacement Option(s) or Replacement SAR that will become effective at the
Effective Time in substitution for that Predecessor Option, assuming it
continues to be outstanding as scheduled and held by that holder (or a
permissible successor) immediately prior to the Effective Time. As promptly as
possible following the adoption of this Plan, each such holder also shall be
provided by the Company with a copy of this Plan (excluding Schedule I) and such
other
4
<PAGE>
documents as are approved for distribution to holders of Predecessor Options by
the Board. As promptly as possible after the Effective Time, the Company and
LADD shall review the terms of all Predecessor Options that remained outstanding
immediately before the Effective Time and their holders. If that review reveals
that, in light of events occurring from the adoption date to the Effective Time,
the grants that became effective at the Effective Time are not as shown in
Schedule I, then, such modifications shall be made in that schedule (or
otherwise in the Company's records) as are necessary to reflect the grants that
actually became effective under this Plan at the Effective Time, and any
affected holder promptly shall be provided with a new individualized schedule
reflecting the grant(s) that actually have become effective under this Plan with
respect to that holder.
Section 5. Permissible Payment Methods for Exercised Replacement Options
(a) The per share exercise price for a Replacement Option being
exercised shall be payable to the Company (1) in cash or by check, bank draft,
or money order payable to the order of the Company, (2) through the delivery to
the Company of shares of its common stock owned by the option holder with an
aggregate "fair market value" (as defined below) as of the exercise date equal
to the per share exercise price payable, or (3) by a combination of the
foregoing payment methods, as the holder may elect. In addition, if permissible
for the Predecessor Option which the Replacement Option replaced, the holder
instead may elect to pay the entire exercise price for the shares being
purchased through a "cashless exercise" method whereby the holder, by a properly
executed written notice in form approved by or reasonably satisfactory to the
Administrator, directs (i) an immediate market sale or margin loan respecting
all or a part of the Company common shares to which he is entitled upon
exercise, pursuant to an extension of credit to the holder of the exercise price
for those shares by the Company or a Company subsidiary, (ii) delivery of the
shares being acquired from the Company directly to a brokerage firm, and (iii)
the delivery of the exercise price from sale or margin loan proceeds from the
brokerage firm directly to the Company in repayment of the credit extension.
Except as provided in the preceding sentence, no shares shall be delivered until
full payment has been made
(b) For purposes of this Plan, the "fair market value" of a Company
common share on any given date means the closing price for a Company common
share on the New York Stock Exchange ("NYSE") on that date or, if NYSE is not
open for business on the date in question, as of the nearest preceding date on
which NYSE was open for business.
Section 6. Certain Exercise Terms and Conditions
(a) Not less than 100 shares may be purchased at any one time pursuant
to the exercise of a Replacement Option, unless the number then purchased is the
total number at that time purchasable by the holder under this Plan, and a
Replacement SAR may not be exercised for less than 100 units, unless the number
of units for which the Replacement SAR then is being exercised is the total
number of units at that time exercisable by the holder under this Plan.
(b) Except as provided in Sections 8 or 9, a Replacement Option may not
be exercised at any time unless the grantee is then an employee of the Company,
LADD, or another subsidiary
5
<PAGE>
of the Company. Each Replacement SAR shall be exercisable by the holder in
accordance with its terms for the entire duration of the Replacement SAR,
regardless of whether the grantee then has any employee or director relationship
with the Company, LADD, or any other Company subsidiary.
(c) To the extent to which it then is otherwise exercisable, a
Replacement Option or Replacement SAR may be exercised by the holder by delivery
to the Secretary of the Company at its corporate headquarters of a written
notice of exercise signed by the holder that identifies by its assigned number
each Replacement Option or Replacement SAR then being exercised and the number
of covered shares or units for it is then being exercised, and (in the case of a
Replacement Option) by delivery of full payment for the number of shares being
purchased or, if the cashless method is permissible for payment and being used,
delivery of the formal written notice contemplated by Section 5.
(d) The grant of a Replacement Option or Replacement SAR imposes no
obligation upon the grantee or any successor at any time to exercise it.
Section 7. Termination of Employment - Except by Death or Retirement
If after the Effective Time the grantee of a Replacement Option ceases
to be employed by the Company or a subsidiary of the Company for any reason
other than his death or his permissible retirement (as contemplated by Section
8), each then outstanding Replacement Option granted to him immediately shall
terminate. Whether a leave of absence shall constitute a termination of
employment for this purpose shall be determined by the Administrator, whose
decision shall be final and conclusive.
Section 8. Termination of Employment - Retirement
If after the Effective Time the grantee of a Replacement Option ceases
to be employed by the Company or a subsidiary of the Company due to his
retirement upon attaining age 65, or if he ceases to be so employed prior to age
65 due to early retirement and such early retirement is acceptable to the
Administrator for the purposes of this Section, and the Replacement Option then
is still outstanding, its holder may, at any time within three (3) months after
the date of retirement of the grantee but not later than the date of expiration
of the Replacement Option, exercise the option to the extent the holder was
entitled to do so on the grantee's date of retirement. If after the Effective
Time a grantee of a Replacement Option ceases to be employed by the Company or a
subsidiary of the Company due to his becoming disabled for purposes of the
Company's, LADD's, or his employing subsidiary's long term disability plan, and
the Replacement Option then is still outstanding, its holder may, at any time
within twelve (12) months after the date of disability retirement of the grantee
but not later than the date of expiration of the Replacement Option, exercise
the option to the same extent the holder was entitled to do so on the grantee's
date of disability retirement. Any Replacement Option or portion of a
Replacement Option of such a retired grantee that is not so exercised shall
terminate.
6
<PAGE>
Section 9. Termination of Employment - Death
If after the Effective Time the grantee of a Replacement Option dies
while in the employment of the Company or a subsidiary of the Company or within
three months of his retirement in accordance with Section 8, and the Replacement
Option then is still outstanding, the person or persons to whom the Replacement
Option is transferred by will or by the laws of descent and distribution (or, if
the Replacement Option is classified as an NQSO and previously has been
transferred by the grantee in a transfer permissible under Section 11, the
grantee's transferee) may exercise the same option to the same extent and upon
the same terms and conditions as would have been applicable to the grantee (or
his transferee) had the grantee lived until the term of the Related Option had
expired. Any Replacement Option or portion of a Replacement Option of such a
deceased grantee that is not so exercised shall terminate.
Section 10. Additional Payments to Certain Unrelated Holders
This section applies only to Replacement SARs granted in substitution
for Predecessor Options that were classified as ISOs immediately prior to the
Effective Time and at that time were held by the estate of or another successor
in interest to a deceased grantee of the related Predecessor Option ("Covered
Replacement SARs"). If a Covered Replacement SAR is exercised and all of the
following conditions are satisfied:
(a) The Federal income tax payable by the holder of the Covered
Replacement SAR with respect to the income the holder recognizes as a result of
such exercise exceeds the amount that would have been payable by such holder if,
rather than exercising the Covered Replacement SAR, such holder had on the same
date exercised an ISO (covering the same number of Company shares as the number
of units for which the Covered Replacement SAR was exercised and having an
exercise price per share equal to the strike price per unit of such Covered
Replacement SAR) by paying the exercise price in cash and had sold the Company
shares obtained through such exercise on the same day for their fair market
value as of that day in a disposition that did not result in loss of ISO
treatment for tax purposes (the amount of such excess being referred to herein
as "Additional Tax");
(b) Such person delivers to the Company's Secretary, no later than 30
days after the deadline (after giving effect to any extensions) for filing his
Federal income tax return for the year in which such Covered Replacement SAR was
exercised, a copy of that return and such other documents and information as are
reasonably sufficient to demonstrate the amount of the Additional Tax and to
compute the amount of the "Additional Payment" (as defined below); and
(c) Such holder requests payment under this Section;
then, such holder shall be entitled to receive from the Company, no later than
60 days after all of the conditions specified in (a), (b), and (c) above are
satisfied, a cash payment (an "Additional Payment") in an amount equal to: (1)
the amount of the Additional Tax; divided by (2) one minus the highest marginal
Federal income tax rate (expressed as a percentage) applicable to any portion of
such holder's taxable income for the year in which the Covered Replacement SAR
was
7
<PAGE>
exercised. The Administrator's determination of the amount of any Additional
Payment shall be conclusive and binding for all purposes.
Section 11. Restrictions on Transfer
Except as otherwise provided herein, a Replacement Option or
Replacement SAR may not be transferred except by will or the laws of descent and
distribution and, during the lifetime of its grantee (or, if the grantee is not
a natural person, while the grantee continues in existence), may be exercised
only by such grantee. Notwithstanding the above, any Replacement Option
classified as an NQSO and any Replacement SAR may be transferred without payment
of consideration to immediate family members (as defined herein), trusts for the
benefit of immediate family members, and partnerships consisting only of
immediate family members. For purposes of this Section, "immediate family
members" shall consist of the spouse of the grantee of the Predecessor Option to
which a Replacement Option or Replacement SAR relates or such grantee's issue
(whether natural, adopted, or in the process of adoption), spouse of issue, or
ancestor.
Section 12. Capital Adjustments Affecting Common Stock
(a) At any time after the Effective Time, if the then outstanding
shares of the Company common stock are increased, decreased, changed into, or
exchanged for a different number or kind of shares or securities of the Company
or shares of a different par value or without par value through
recapitalization, reclassification, stock dividend, stock split, amendment to
the Company's Articles of Incorporation or reverse stock split, an appropriate
adjustment shall be made in the number and/or kind of securities allocated to
the then outstanding Replacement Options, without change in the aggregate
exercise price applicable to the unexercised portion of the outstanding
Replacement Options but with a corresponding adjustment in the per share
exercise price of any such Replacement Options, and an appropriate adjustment
shall be made in the number of units subject to then outstanding Replacement
SARs and/or the kind of securities used to determine the cash amount payable
when such Replacement SARs are exercised, without change in the aggregate strike
price applicable to the unexercised portion of the outstanding Replacement SARs
but with a corresponding adjustment in the per unit strike price of any such
Replacement SARs. In the event of a merger or consolidation of the Company with
or into another corporation, the Administrator may make an appropriate
adjustment, including but not limited to adjustment or substitution pursuant to
Internal Revenue Code Section 424(a), in the number and/or kind of securities
allocated to the then outstanding Replacement Options, with a corresponding
adjustment in the price for each share or other unit of any security covered by
the options but without (where feasible in the judgment of the Administrator)
change in the aggregate purchase price applicable to the unexercised portion of
the outstanding Replacement Options, and also may make an appropriate adjustment
in the number of units subject to then outstanding Replacement SARs and/or the
kind of securities used to determine the cash amount payable when such
Replacement SARs are exercised, with a corresponding adjustment in the per unit
strike price but without (where feasible in the judgment of the Administrator)
change in the aggregate strike price applicable to the unexercised portion of
the outstanding Replacement SARs.
8
<PAGE>
(b) Upon the effective date of the dissolution or liquidation of the
Company, or a "Change in Control" of the Company (as defined below), the Plan
and any then outstanding Replacement Options and Replacement SARs shall
terminate unless provision is made in writing in connection with such
transaction for the continuance of the Plan and for the assumption of such
outstanding Replacement Options and Replacement SARs, or the substitution for
such Replacement Options of new options covering the shares of a successor
employer corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to number and kind of shares and exercise prices, and the
substitution for such Replacement SARs of new stock appreciation rights granted
by the successor employer corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to number of units, strike prices, and kind of
securities used to determine cash amounts payable on exercise, in which event
the Plan, the outstanding Replacement Options or the new options substituted
therefor, and the outstanding Replacement SARs or the new stock appreciation
rights substituted therefor shall continue in the manner and under the terms so
provided. Nevertheless, in the event of such dissolution, liquidation, or Change
in Control, and if provision is not made in such transaction for the continuance
of the Plan and for the assumption of then outstanding Replacement Options and
Replacement SARs or for the substitution of new options and stock appreciation
rights as contemplated above, then each holder of a Replacement Option shall be
entitled, prior to the effective date of any such transaction, to purchase the
full number of shares under his option which he otherwise would have been
entitled to purchase during the remaining term of such Replacement Option, and
each holder of a Replacement SAR shall be entitled to exercise it, prior to the
effective date of any such transaction, with respect to the full number of units
then still covered by the Replacement SAR, whether or not it then otherwise
would be exercisable with respect to all such units.
(c) To the extent that the foregoing adjustments relate to particular
stock or securities of the Company subject to Replacement Options or to
particular stock or securities used to determine the cash amount to be paid on
exercise of Replacement SARs, such adjustments shall be made by the
Administrator, whose determinations in such respects shall be final and
conclusive.
(d) The grant of a Replacement Option or Replacement SAR pursuant to
this Plan shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations, or changes of its capital or
business structure, or to merge or consolidate, or to dissolve, liquidate, or
sell, or transfer all or any part of its business or assets.
(e) No fractional shares of stock shall be issued under this Plan due
to any adjustments of any Replacement Option, and any fractiona1 share otherwise
resulting from such adjustments may be eliminated without any compensation to
the option holder. No amount less than one cent shall be payable by the Company
due to any adjustments of any Replacement SAR, and any such amount otherwise
resulting from such adjustments may be eliminated entirely.
(f) "Change in Control" of the Company means the date on which the
earliest of the following events occurs:
(1) The acquisition by any entity, person, or group of beneficial
ownership, as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934, of more than 30% of
9
<PAGE>
the outstanding capital stock of the Company entitled to vote for the
election of directors ("Voting Stock");
(2) The merger or consolidation of the Company with one or more
corporations as a result of which the holders of the outstanding Voting
Stock of the Company immediately prior to such a merger or
consolidation hold less than 60% of the Voting Stock of the surviving
or resulting corporation;
(3) The transfer of substantially all of the property of the Company
other than to an entity of which the Company owns at least 80% of the
Voting Stock; or
(4) The election to the Board of three directors without the
recommendation or approval of the Board.
Section 13. Effectiveness, Termination, and Amendment
This Plan is effective as of the adoption date, but no grants under
this Plan shall become effective unless and until the Effective Time occurs.
After the Effective Time, this Plan shall continue in effect until the earliest
time at which all Replacement Options and Replacement SARs have been fully
exercised or otherwise terminated, at which time this Plan shall terminate, and
this Plan also shall terminate immediately if the Merger Agreement is terminated
before the Effective Time has occurred. At any time before this Plan terminates,
the Administrator may alter or amend it, but in no event may the Administrator,
without the consent of the holder of a then outstanding Replacement Option or
Replacement SAR, make any alteration or amendment that would deprive him of his
rights with respect thereto.
Section 14. Other Provisions
(a) No grant to an employee of LADD or a LADD subsidiary under this
Plan is intended to, nor shall it, at any time expand such rights of employment
as the grantee otherwise may have with respect to the Company, LADD, or any
subsidiary of either, and no grant to any person who at the adoption date is a
non-employee director of LADD is intended to confer, nor does it confer, any
right for the grantee to serve as a director of LADD or to hold any other
position with LADD or any position with the Company or any other Company
subsidiary from or after the Effective Time.
(b) The holder of a Replacement Option shall have no rights as a
stockholder of the Company with respect to any shares covered by that
Replacement Option until payment in full by him for the shares being purchased,
and no adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such shares are fully paid for,
except as provided in Section 12. The grant of a Replacement SAR confers no
rights whatsoever on the grantee or any successor to acquire any Company common
shares at any time or under any circumstances.
10
<PAGE>
(c) Any proceeds received by the Company from the sale of Company
common shares pursuant to this Plan are to be used for general corporate
purposes.
(d) Titles and headings are included in this Plan for convenience only
and shall not control the meaning or interpretation of any provision of this
Plan. The use of masculine pronouns shall be deemed to include persons of any
gender; similarly, where the context so indicates, the singular shall include
the plural and vice versa. Except to the extent that Federal law shall govern,
the validity and construction of the Plan and each of its provisions shall be
subject to and governed by the laws of the State of Michigan.
11
<PAGE>
Exhibit 5
Miller, Canfield, Paddock and Stone, P.L.C.
150 West Jefferson Avenue
Detroit, Michigan 48226
January 27, 2000
La-Z-Boy Incorporated
1284 N. Telegraph Road
Monroe, Michigan 48162
Ladies and Gentlemen:
With respect to the registration statement on Form S-8 (the "Registration
Statement") being filed on or about today's date with the Securities and
Exchange Commission by La-Z-Boy Incorporated, a Michigan corporation (the
"Company"), for the purpose of registering under the Securities Act of 1933, as
amended, 984,322 shares of the common stock, $1.00 par value, of the Company
(the "Registered Shares") that may be acquired through the exercise of options
granted under the La-Z-Boy Incorporated Replacement Plan for LADD Stock Options
(the "Plan") by Plan participants, we, as your counsel, have examined such
certificates, instruments, and documents and have reviewed such questions of law
as we have considered necessary or appropriate for the purposes of this opinion,
and on the basis of such examination and review, we advise you that, in our
opinion:
1. The Registered Shares have been legally authorized.
2. When the Registration Statement has become effective and the
Registered Shares have been sold and paid for in accordance with the Plan, said
Registered Shares will be validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Miller, Canfield, Paddock and Stone, P.L.C.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of La-Z-Boy Incorporated of our report dated May 20, 1999,
except Note 13, which is as of November 11, 1999, relating to the consolidated
financial statements, which appears in the 1999 Annual Report to Shareholders of
La-Z-Boy Incorporated, which is incorporated by reference in La-Z-Boy
Incorporated's Annual Report on Form 10-K/A for the year ended April 24, 1999.
We also consent to the incorporation by reference of our report dated May 20,
1999 relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K/A.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Toledo, Ohio
January 28, 2000
<PAGE>
