SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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
incorporation or organization) Identification No.)
1284 N. Telegraph Road, Monroe, Michigan 48162,
(313) 242-1444
(Address, including zip code and telephone number,
including area code, of registrant's principal executive
offices)
LA-Z-BOY CHAIR COMPANY
MATCHED RETIREMENT SAVINGS PLAN
(Full title of the plan)
GENE M. HARDY
Secretary and Treasurer
La-Z-Boy Chair Company
1284 N. Telegraph Road
Monroe, Michigan 48162
(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
- -----------------------------------------------------------
Title of each class of Common Stock, $1.00
securities to be registered(1) par value
Amount to be Registered 1,500,000 shares
Proposed maximum offering
price per share (2) $29.8125
Proposed maximum aggregate
offering price (2) $44,718,750
Amount of registration fee $15,420.26
- -----------------------------------------------------------
(1) Pursuant to Rule 416(c) under the Securities Act
of 1933, as amended (the "Securities Act"), this
registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) 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 May 1, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
As permitted by General Instruction E to Form S-8, the
contents of the Registration Statement on Form S-8 relating
to the La-Z-Boy Chair Company Matched Retirement Savings
Plan which was filed by registrant with the Commission in
1992 (Commission File No. 33-50318) are incorporated herein
by reference.
Item 8. Exhibits.
The following exhibits are furnished with this
Registration Statement:
Exhibit No. Description
(4)(a) -- Amendment and Restatement of
the La-Z-Boy Chair Company
Matched Retirement Savings
Plan, as amended March 2,
1995
(4)(b) -- April 1996 Amendment to the
La-Z-Boy Chair Company
Matched Retirement Savings
Plan, dated April 24, 1996
(4)(c) -- Trust Agreement between the
Registrant and Society
National Bank (Filed as
Exhibit (4)(b) to
Registrant's Report on Form
8-K dated December 2, 1993
(File number 0-5091) and
incorporated herein by
reference)
(5)(a) -- Opinion and consent of
Miller, Canfield, Paddock and
Stone, P.L.C.
(5)(b) -- Internal Revenue Service
Determination Letter, dated
July 6, 1995
(23)(a) -- Consent of Miller, Canfield,
Paddock and Stone, P.L.C.
(contained in Exhibit (5)(a))
(23)(b) -- Consent of Price Waterhouse
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 April 29, 1996.
LA-Z-BOY CHAIR COMPANY
By \s\ Charles 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\Charles T. Knabusch Chairman and President Apr 29, 1996
Charles T. Knabusch
\s\Frederick H. Jackson Vice President Finance
Frederick H. Jackson (principal financial
officer) and Director Apr 29, 1996
\s\Gene M. Hardy Secretary and
Gene M. Hardy Treasurer (principal
accounting officer)
and Director Apr 29, 1996
\s\Warren W. Gruber Director Apr 29, 1996
Warren W. Gruber
\s\David K. Hehl Director Apr 29, 1996
David K. Hehl
James W. Johnston Director
\s\Rocque E. Lipford Director Apr 29, 1996
Rocque E. Lipford
\s\Patrick H. Norton Director Apr 29, 1996
Patrick H. Norton
\s\Edwin J. Shoemaker Director Apr 29, 1996
Edwin J. Shoemaker
\s\Lorne G. Stevens Director Apr 29, 1996
Lorne G. Stevens
\s\John F. Weaver Director Apr 29, 1996
John F. Weaver
The Plan. Pursuant to the requirements of the
Securities Act of 1933, the La-Z-Boy Chair Company Central
Board ofBenefit Administration (the Plan Administrator of
the La-Z Boy Chair Company Matched Retirement Savings Plan)
has caused this Registration Statement to be signed on
behalf of the Plan by the undersigned, thereunto duly
authorized, in the City of Monroe, State of Michigan, on
April 30, 1996.
LA-Z-BOY CHAIR COMPANY
MATCHED RETIREMENT SAVINGS PLAN
By: \s\Gene M. Hardy
Gene M. Hardy,Chairman
La-Z-Boy Chair Company
Central Board of Benefit
Administration
EXHIBIT INDEX
Exhibit No. Description
(4)(a) -- Amendment and Restatement of the
La-Z-Boy Chair Company Matched
Retirement Savings Plan, as amended
March 2, 1995
(4)(b) -- April 1996 Amendment to the
La-Z-Boy Chair Company Matched
Retirement Savings Plan, dated
April 24, 1996
(5)(a) -- Opinion and consent of Miller,
Canfield, Paddock and Stone, P.L.C.
(5)(b) -- Internal Revenue Service
Determination Letter, dated July 6,
1995
(23)(b) -- Consent of Price Waterhouse