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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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LA-Z-BOY CHAIR COMPANY
(Exact name of registrant as specified in its charter)
Michigan 38-0751137
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1284 N. Telegraph Road, Monroe, Michigan 48161, (313) 242-1444
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
LA-Z-BOY CHAIR COMPANY
1993 PERFORMANCE-BASED STOCK PLAN
(Full title of the plan)
GENE M. HARDY
Secretary and Treasurer
LA-Z-BOY Chair Company
1284 N. Telegraph Road
Monroe, Michigan 48161
(313) 242-1444
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------
Copy to:
KAREN A. McCOY, ESQ.
Miller, Canfield, Paddock and Stone, P.L.C.
150 West Jefferson
Detroit, Michigan 48226
(313) 963-6420
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Proposed Proposed
Title of each maximum maximum
class of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered(1) registered share(1) price(1) fee
- ---------------- ---------- --------- --------- ------------
Common Stock, 400,000 $26.6875 $10,675,000.00 $3,681.03
$1.00 par value shares
- ----------------------------------------------------------------------------
(1) Pursuant to Rule 457(h)(1) under the Securities Act, the offering
price is based upon the average high and low sales prices of the Common Stock
on the New York Stock Exchange on July 19, 1994.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) and (b) below are incorporated in this
Registration Statement by reference. All documents subsequently filed by
the registrant pursuant to Section 13(a), 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 Annual Report on Form 10-K for its fiscal
year ended April 30, 1994;
(b) 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.
The validity of the Common Stock being registered hereunder is being
passed upon for the Company by Miller, Canfield, Paddock and Stone, P.L.C.,
Detroit, Michigan. Rocque E. Lipford, a director of the Company, is a
principal of Miller, Canfield, Paddock and Stone, P.L.C.
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 IX of the registrant's Articles of Incorporation,
as amended, 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. At the 1987 Annual Meeting of registrant's shareholders,
the shareholders approved an amendment to registrant's Articles of
Incorporation to include such a provision, as well as the above-quoted
provisions of Section 2, Article IX.
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 following exhibits are furnished with this Registration Statement:
Exhibit No. Description
(4)(a)(i) Articles of Incorporation of registrant, as
amended through August 4, 1987 (filed as an
exhibit to registrant's Form S-8 Registration
Statement (Commission File No. 33-31502) and
incorporated herein by reference)
(4)(a)(ii) Amendment to Articles of Incorporation of
registrant, effective April 24, 1991 (filed as an
exhibit to registrant's Annual Report on
Form 10-K for its fiscal year ended April 25,
1992 (Commission File No. 0-5091) and
incorporated herein by reference)
(4)(b) Bylaws of registrant, as currently in effect
(filed as an exhibit to registrant's Annual
Report on Form 10-K for its fiscal year ended
April 25, 1992 (Commission File No. 0-5091) and
incorporated herein by reference)
(4)(c) Form of certificate for Common Stock, $1.00 par
value (filed as an exhibit to registrant's Form
S-8 Registration Statement (Commission File No.
33-50318) and incorporated herein by reference)
(4)(d) La-Z-Boy Chair Company 1993 Performance-Based
Stock Plan (filed as Exhibit A to registrant's
proxy statement dated June 25, 1993 and
incorporated herein by reference)
(5) Opinion and consent of Miller, Canfield, Paddock
and Stone, P.L.C.*
(15) (not applicable)
(23)(a) Consent of Miller, Canfield, Paddock and Stone,
P.L.C. (contained in Exhibit (5))
(23)(b) Consent of Price Waterhouse*
(24) Powers of attorney (contained in the signature
pages hereto)
(25) (not applicable)
(27) (not applicable)
(28) (not applicable)
(99) (not applicable)
*Filed herewith
Item 9. Undertakings.
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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
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 the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the 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 Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. 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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Monroe, State of
Michigan, on July 25, 1994.
LA-Z-BOY CHAIR COMPANY
/s/ C. T. Knabusch
Charles T. Knabusch
Chairman and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated and on the dates indicated below. 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.
Signatures Title Date
/s/ C. T. Knabusch Chairman and President July 25, 1994
Charles T. Knabusch
/s/ Frederick H. Jackson Vice President Finance July 25, 1994
Frederick H. Jackson (principal financial
officer) and Director
/s/ Gene M. Hardy Secretary and July 25, 1994
Gene M. Hardy Treasurer (principal
accounting officer)
and Director
/s/ Warren W. Gruber Director July 25, 1994
Warren W. Gruber
/s/ David K. Hehl Director July 25, 1994
David K. Hehl
/s/ James W. Johnston Director July 25, 1994
James W. Johnston
/s/ Rocque E. Lipford Director July 25, 1994
Rocque E. Lipford
/s/ Patrick H. Norton Director July 25, 1994
Patrick H. Norton
/s/ Edwin J. Shoemaker Director July 25, 1994
Edwin J. Shoemaker
/s/ Lorne G. Stevens Director July 25, 1994
Lorne G. Stevens
/s/ John F. Weaver Director July 25, 1994
John F. Weaver
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
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
(24) -- Powers of attorney (contained in the signature pages
hereto)
Exhibits Incorporated by Reference
----------------------------------
(4)(a)(i) -- Articles of Incorporation of registrant, as amended
through August 4, 1987 (filed as an exhibit to
registrant's Form S-8 Registration Statement
(Commission File No. 33-31502))
(4)(a)(ii) -- Amendment to Articles of Incorporation of registrant,
effective April 24, 1991 (filed as an exhibit to
registrant's Annual Report on Form 10-K for its fiscal
year ended April 25, 1992 (Commission File No. 0-5091))
(4)(b) -- Bylaws of registrant, as currently in effect (filed as
an exhibit to registrant's Annual Report on Form 10-K
for its fiscal year ended April 25, 1992 (Commission
File No. 0-5091))
(4)(c) -- Form of certificate for Common Stock, $1.00 par value
(filed as an exhibit to registrant's Form S-8
Registration Statement (Commission File No. 33-50318))
(4)(d) -- La-Z-Boy Chair Company 1993 Performance-Based Stock Plan
(filed as Exhibit A to registrant's proxy statement
dated June 25, 1993)
Exhibit (5)
July 26, 1994
La-Z-Boy Chair Company
1284 N. Telegraph Road
Monroe, MI 48161
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 Chair Company, a Michigan corporation (the
"Company"), for the purpose of registering under the Securities Act of
1933, as amended, 400,000 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 Chair Company 1993 Performance-Based Stock Plan
(the "Plan") by Plan participants (which Registered Shares may consist of
shares already issued and held in the treasury of the Company, or newly
issued shares), 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 validly authorized.
2. When the Registration Statement has become effective and any
newly issued Registered Shares have been sold in accordance with the Plan
and paid for, said newly issued 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.
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 June 2, 1994, which appears on
page 17 of the 1994 Annual Report to Shareholders of La-Z-Boy Chair Company,
which is incorporated by reference in La-Z-Boy Chair Company's Annual Report
on Form 10-K for the year ended April 30, 1994. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on page S-2 of such Annual Report on Form 10-K.
PRICE WATERHOUSE
Toledo, Ohio
July 22, 1994