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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 (I.R.S. Employer
Incorporation) Identification No.)
1284 N. TELEGRAPH ROAD
MONROE, MICHIGAN
48162-3390
(Address of Principal Executive Offices, Including Zip Code)
___________________
LA-Z-BOY INCORPORATED 1997 RESTRICTED SHARE PLAN
(Full Title of the Plan)
___________________
Mr. Gene M. Hardy
Secretary and Treasurer
La-Z-Boy Incorporated
1284 N. Telegraph Road
Monroe, Michigan 48162-3390
(313) 242-1444
(Name, Address, and Telephone Number, Including Area Code, of Agent for
Service)
CALCULATION OF REGISTRATION FEE
============================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered(1) Registered(1) Share(1) Price Fee
- ---------------- -------------- --------- ---------- ------------
Common Stock, 250,000 $34.5938 $8,648,438 $2,620.74
$1.00 par value Shares
============================================================================
(1) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the offer-
ing price is based upon the average high and low sales prices of the Common
Stock on the New York Stock Exchange on August 19, 1997.
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 Section 13(a), 14, or 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 Annual Report on Form 10-K for its fiscal
year ended April 26, 1997.
(b) The Registrant's Form 10-Q for the quarter ended July 26,
1997.
(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.
The Michigan Business Corporation Act, as amended (the "MBCA"), provides
that a Michigan corporation, such as the Registrant, may indemnify any
person 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 (a
"Proceeding"), other than a Proceeding 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 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 actually and reasonably incurred by him or her in connection
with the Proceeding, if the 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 the
corporation or its shareholders, and with respect to a criminal action or
proceeding, if the person had no reasonable cause to believe his or her
conduct was unlawful. The MBCA also provides that a Michigan corporation
may indemnify any person who is or was a party or is threatened to be made a
party to any Proceeding by or in the right of the corporation by reason of
that 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, in
one of the other capacities described above) against expenses (including
attorney's fees) and amounts paid in settlement actually and reasonably
incurred by the person in connection with the Proceeding, if the person
acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation or its shareholders,
except that no indemnification may be made for a claim, issue, or matter in
which the person has been found liable to the corporation except for any
indemnification against expenses that may be ordered by the court.
Under the MBCA, any indemnification described above, unless ordered by a
court, 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
MBCA) 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 MBCA permits a corporation to pay or reimburse the reasonable expenses
incurred by a director, officer, employee or agent in advance of final
disposition of a Proceeding, only if the person furnishes the corporation
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 MBCA.
Section 565 of the MBCA further provides that the above-described 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 XI of the Registrant's Restated Articles of
Incorporation (the "Articles of Incorporation") provides for mandatory
indemnification of 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 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") 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 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. 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."
Section 209(c) of the MBCA 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 (i) any breach of the director's duty of loyalty
to the corporation or its shareholders; (ii) acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of law;
(iii) a violation of Section 551(1) of the MBCA (relating to unauthorized
dividends or distributions to shareholders and unauthorized loans); or (iv)
any transaction from which the director derived an improper personal
benefit. Registrant's Articles of Incorporation include such a provision,
as well as the above-quoted provisions of Section 2, Article XI.
The Registrant also has entered into indemnification agreements with its
directors and officers under which the Company is required 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 which otherwise
would be provided to them. These agreements contemplate indemnification
broader than that expressly provided for in the MBCA, 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 the Company.
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or
arising on the part of the Registrant out of the foregoing indemnification
provisions, subject to certain exclusions and to the policy limits.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
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 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.
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
August 22, 1997.
LA-Z-BOY INCORPORATED
/s/C.T. Knabusch
BY --------------------------
C.T. Knabusch
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the
following persons in the capacities and on the dates indicated.
By so signing, each of the undersigned, in his capacity as a director or
officer, or both, as the case may be, of the Registrant, does hereby appoint
Charles T. Knabusch, Frederick H. Jackson and Gene M. Hardy and each of them
severally, his true and lawful attorney to execute in his or her name, place
and stead, in his capacity as a director or officer, or both, as the case
may be, of the Registrant, any and all amendments to this Registration
Statement and post-effective amendments thereto and all instruments
necessary or incidental in connection therewith, and to file the same with
the Securities and Exchange Commission. Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of each
of the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises as fully, and for all
intents and purposes, as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
/s/C.T. Knabusch
Date: August 15, 1997 --------------------------
C.T. Knabusch
Chairman of the Board, President
and Chief Executive Officer
S-1
/s/E.J. Shoemaker
Date: August 15, 1997 --------------------------
E.J. Shoemaker
Executive Vice President of
Engineering, Director and Vice
Chairman of the Board
/s/G.M. Hardy
Date: August 15, 1997 --------------------------
G.M. Hardy
Secretary and Treasurer, Principal
Accounting Officer and Director
/s/F.H. Jackson
Date: August 15, 1997 --------------------------
F.H. Jackson
Vice President of Finance, Principal
Financial Officer and Director
Date: August 15, 1997 --------------------------
P.H. Norton
Senior Vice President Sales and
Marketing and Director
Date: August 15, 1997 --------------------------
L.G. Stevens
Director
/s/J.F. Weaver
Date: August 15, 1997 --------------------------
J.F Weaver
Director
/s/D.K. Hehl
Date: August 15, 1997 --------------------------
D.K. Hehl
Director
/s/R.E. Lipford
Date: August 15, 1997 --------------------------
R.E. Lipford
Director
S-2
Date: August 15, 1997 --------------------------
H.G. Levy
Director
Date: August 15, 1997 --------------------------
J.W. Johnston
Director
S-3
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
Exhibits Incorporated by Reference
----------------------------------
(4)(a)(i) -- Restated Articles of Incorporation (filed as an
exhibit to Form 10-Q for its quarter ended October 26,
1996 (Commission File No. 1-9656)).
(4)(a)(ii) -- Bylaws of Registrant, as currently in effect (filed as
an exhibit to the Registrant's Form 10-Q for its
quarter ended October 26, 1996 (Com mission File No.
1-9656)).
(4)(c) -- Form of certificate of Common Stock, $1.00 par value
(filed as an exhibit to the Registrant's Annual Report
on Form 10-K for its fiscal year ended April 26, 1997
(Commission File No. 1-9656)).
(4)(D) -- La-Z-Boy Incorporated 1997 Restricted Share Plan
(filed as Exhibit B to the Registrant's proxy
statement dated June 26, 1997 (Commission File No. 1-
9656)).
Exhibits Filed Herewith
-----------------------
(5) -- Opinion and consent of Miller, Canfield, Paddock and
Stone, P.L.C.
(23)(a) -- Consent of Miller, Canfield, Paddock and Stone, P.L.C.
(contained in Exhibit (5)).
(23)(b) -- Consent of Price Waterhouse LLP.
(24) -- Powers of attorney (contained in the signature pages
hereto).
Exhibit (5)(a)
[MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. LETTERHEAD]
August 22, 1997
La-Z-Boy Incorporated
1284 N. Telegraph Road
Monroe, MI 48162
Gentlemen:
With respect to the registration statement on Form S-8 (the
"Registration Statement") being filed today 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,
250,000 shares of the common stock, $1.00 par value, of the Company (the
"Registered Shares") that may be acquired under and pursuant to the La-Z-Boy
Incorporated 1997 Restricted Share Plan (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 in accordance with the Plan and paid for,
said Registered Shares will be validly issued, fully paid, and nonassess-
able.
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,
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 29, 1997, which appears on
page 17 of the 1997 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 for the year ended April 26, 1997. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedule,which appears on page S-2 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Toledo, Ohio
August 18, 1997