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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) September 28, 1999
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LADD FURNITURE, INC.
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(Exact name of registrant as specified in its charter)
North Carolina 0-11577 56-1311320
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of Incorporation)
4620 Grandover Parkway, Post Office Box 26777,
Greensboro, North Carolina 27417-6777
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (336) 294-5233
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N/A
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable.
ITEM 5. OTHER EVENTS.
On September 28, 1999, La-Z-Boy, Incorporated, a Michigan
corporation ("La-Z-Boy"), LADD Furniture, Inc., a North Carolina corporation
("LADD"), and LZB Acquisition Corp., a Michigan corporation and a wholly-owned
first-tier subsidiary of La-Z-Boy ("Merger Subsidiary"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger
Agreement and subject to the terms and conditions set forth therein, Merger
Subsidiary will be merged with and into LADD, with LADD being the surviving
corporation of such merger (the "Merger"). As a result of the Merger, LADD will
become a wholly-owned subsidiary of La-Z-Boy. At the Effective Time (as defined
in the Merger Agreement) of the Merger, each issued and outstanding share of
common stock, par value $0.30 per share, of LADD will be converted into the
right to receive 1.18 shares of common stock, par value $1.00 per share, of
La-Z-Boy.
A copy of the Merger Agreement is attached hereto as Exhibit
2.1. The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the full text of the Merger Agreement, which is
incorporated herein by reference. A joint press release announcing the execution
of the Merger Agreement was issued on September 28, 1999, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
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ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
c) Exhibits
2.1 Agreement and Plan of Merger, dated
September 28, 1999, among La-Z-Boy,
Incorporated, LADD Furniture, Inc. and LZB
Acquisition Corp. (Schedules omitted --
registrant will provide copies upon
request.)
99.1 La-Z-Boy, Incorporated and LADD Furniture,
Inc. joint press release, dated September
28, 1999.
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
LADD FURNITURE, INC.
Date: September 29, 1999 By: /s/ William S. Creekmuir
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William S. Creekmuir
Title: Executive Vice President, Chief Financial
Officer, Treasurer and Secretary