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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED APRIL 29, 2000
Commission File No. 1-9656
LA-Z-BOY INCORPORATED
1284 N. Telegraph Road, Monroe, MI 48162
(734) 241-4414
Incorporated in Michigan I.R.S. Employer Identification Number 38-0751137
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Exchanges on Which Registered
- ----------------------------- -----------------------------
Common Stock, $1.00 Par Value New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No __
Indicate by check mark if the disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
Based on the closing price of June 23, 2000, the aggregate market value of
common stock held by nonaffiliates of the Registrant was $924 million.
The number of common shares outstanding of the Registrant was 61,077,211 as of
June 23, 2000.
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Portions of the Registrant's 2000 Annual Report to Shareholders for the
year ended April 29, 2000 are incorporated by reference into Parts I and
II.
(2) Portions of the Registrant's Proxy Statement filed with the Securities and
Exchange Commission on June 30, 2000 are incorporated by reference into
Part III.
1
FORM 10-K ANNUAL REPORT - 2000
LA-Z-BOY INCORPORATED
TABLE OF CONTENTS
Page
Number(s)
Cautionary Statement Concerning Forward-Looking Statements........... 4
PART I
Item 1. Business.............................................. 4-8
Item 2. Properties............................................ 8
Item 3. Legal Proceedings..................................... 8
Item 4. Submission of Matters to a Vote of Security Holders... 8
Executive Officers of the Registrant........................... 9
PART II
Item 5. Market Price for Registrant's Common Equity and
Related Stockholder Matters.......................... 9
Item 6. Selected Financial Data............................... 9
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation.................. 10
Item 7a. Quantitative and Qualitative Disclosures about
Market Risk......................................... 10
Item 8. Financial Statements and Supplementary Data........... 10
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures.............. 10
PART III
Item 10. Directors and Executive Officers of the Registrant... 10
Item 11. Executive Compensation............................... 10
Item 12. Security Ownership of Certain Beneficial Owners
and Management..................................... 11
Item 13. Certain Relationships and Related Transactions....... 11
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K................................ 11-14
2
TABLE OF CONTENTS CONTINUED
Financial Statement Schedule Documents............................... 15-16
Report of Independent Accountants.............................. 15
Schedule II Valuation and Qualifying Accounts.................. 16
Signatures........................................................... 17-18
Exhibit Index........................................................ 19-21
Exhibit (13) Portions of the 2000 Annual Report to Shareholders...... 22-41
Report of Management Responsibilities.......................... 22
Report of Independent Accountants.............................. 22
Consolidated Balance Sheet..................................... 23-24
Consolidated Statement of Income............................... 25
Consolidated Statement of Cash Flows........................... 26
Consolidated Statement of Changes in
Shareholders' Equity........................................... 27
Notes to Consolidated Financial Statements..................... 28-34
Management's Discussion and Analysis........................... 35-38
Consolidated Six-Year Summary of Selected
Financial Data................................................. 39
Unaudited Quarterly Financial Information...................... 40
Dividend and Market Information................................ 41
Exhibit (21) List of Subsidiaries.................................... 42-43
Exhibit (23) Consent of Independent Accountants...................... 44
3
Cautionary Statement Concerning Forward-Looking Statements
We are making forward-looking statements in Parts I and II of this document and
documents incorporated by reference in those Parts that are subject to risks and
uncertainties. Generally, forward-looking statements include information
concerning possible or assumed future actions, events or results of operations.
More specifically, forward-looking statements include the information in this
document regarding:
future income and margins future economic performance
growth industry trends
adequacy and cost of financial resources management plans
Forward-looking statements also include those preceded or followed by the words
"anticipates," "believes," "estimates," "hopes," "plans," "intends" and
"expects" or similar expressions. With respect to all forward-looking
statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
The reader should understand that economic and industry conditions, competitive
factors, operating factors and factors relating to recent acquisitions, as well
as other important factors, could affect our future results and could
cause those results or other outcomes to differ materially from those expressed
or implied in our forward-looking statements.
PART I
ITEM 1. BUSINESS.
The successor to a business founded over 70 years ago, La-Z-Boy is one of the
three largest residential furniture manufacturers in the United States. Within
the last fiscal year, we acquired three other furniture manufacturers; Bauhaus
USA, Inc., Alexvale Furniture, Inc. and LADD Furniture, Inc. These acquisitions,
all of which were accounted for as purchases, increased our sales and the number
of our employees by about 50 percent on an annualized basis. You can find more
information about these acquisitions in Note 2 to our consolidated financial
statements (pages 28 and 29) and the "Management's Discussion and Analysis"
section (pages 35 through 38), both of which are included in Exhibit (13) to
this report and are incorporated in this item by reference.
Principal Products and Industry Segments
"Residential" dealers are those who resell to individuals for their home use
including upholstered furniture as well as casegoods. Our largest segment is the
Residential upholstery segment which includes sofas, sleepers, recliners and
modular units. Our second largest segment is Residential casegoods which
includes primarily wood products such as dining room and living room tables,
bedroom and youth furniture. "Contract" dealers are those who resell seating and
casegood products to commercial users. With the addition of American of
Martinsville operating division (a division of LADD), we greatly increased our
business in the Contract segment such that the
4
Contract segment was separately disclosed in 2000. Additional detailed
information regarding products and segments can be found in Note 13 to our
consolidated financial statements (pages 33 and 34) and our "Management's
Discussion and Analysis" section (pages 35 and 36), both of which are included
in Exhibit (13) and are incorporated in this item by reference.
Raw Materials
The principal raw materials we use in the manufacture of our products are:
- leather, cotton, wool, synthetic and vinyl fabrics for covers
- hardwoods for solid wood dining room and bedroom furniture,
occasional tables, business furniture and the frame components of
seating units
- plywood and chipwood for internal parts
- veneers for wall units, occasional tables and casegoods
- water-based and liquid finishes (stains, sealant, lacquers) for
external wood
- steel for motion mechanisms
- polyester batting and non-chlorofluorocarbonated polyurethane foam
for cushioning and padding.
We generally purchase hardwoods, steel and padding parts from a number of
sources, usually in the vicinity of the particular plant. We purchase
product-covering fabrics, plywood and polyurethane from a lesser number of
sources on a mostly centralized basis.
Raw material costs historically have been about 38 percent of sales in the
Residential upholstery segment, a somewhat higher percentage in Residential
casegoods and about 42 percent in our Contract segment. Price increases for raw
materials have been slightly lower than the inflation rate in recent years and
we expect them to continue at this rate.
Purchased cover (which includes leather) is our largest single upholstery raw
material cost representing about 41 percent of total upholstery raw material
costs.
Polyurethane (poly) is our next largest type of upholstery raw material cost.
Poly is sensitive to changes in the price of oil.
Hardwood lumber is our largest single casegoods raw material cost representing
over 60 percent of total casegoods raw material costs. Hardwood lumber
historically has had measurable changes in prices over the short term. Hardwood
lumber costs have not changed much recently.
Contract raw materials are similar to Residential casegoods and Residential
upholstery materials but typically include additional types of purchased parts
such as bases and swivels. These parts are available from a number of suppliers.
Seasonal Business
We generally experience our lowest level of sales during our first quarter. When
possible, we schedule production to maintain generally uniform manufacturing
activity throughout the year, except for mid-summer plant shutdowns, to coincide
with slower sales.
5
Practices Regarding Working Capital Items
We do not carry significant amounts of upholstered finished goods in inventory.
We build casegoods to inventory in order to provide for quicker delivery
requirements of customers, which results in higher levels of finished casegoods
product than upholstery products on hand at any period. Normal customer terms
are net due within 45 days with either a 0 or 1 percent discount within 10 days.
Extended dating is often offered as part of sales promotion programs.
Customers
We distribute to over 20,000 locations. We did not have any customer whose sales
amounted to 5 percent or more of our fiscal year 2000 consolidated sales. Our
2000 dealer mix was about 48 percent "proprietary", 14 percent to major dealers
(Montgomery Ward and other department stores) and 38 percent to general dealers.
Because 2000 only included three months of LADD sales, we expect the 2001 dealer
mix to have a higher percentage of sales to general dealers and major dealers
and a lower percentage of sales to proprietary dealers.
"Proprietary" stores or galleries are those that have an agreement to sell
products from one of La-Z-Boy's divisions or a company that we approve. La-Z-Boy
companies in each of its business segments have proprietary distribution, which
means square feet of selling space is totally dedicated to our products.
Orders and Backlog
Residential upholstery orders are primarily built to a specific dealer order or
an end consumer order and are shipped between two to six weeks from receipt of
the order. Orders in the Contract segment are consumer and dealer orders but
shipment may be scheduled for longer time periods. Residential casegoods are
primarily produced to a stock order (not a dealer or consumer order), which
results in higher finished goods inventory on hand but quicker availability to
ship to dealers and greater batch size manufacturing efficiencies.
As of May 31, 2000 and May 31, 1999, backlogs were approximately $242 million
and $108 million, respectively. This increase in backlog was primarily due to
our fiscal 2000 acquisitions. These amounts represent less than six weeks of
sales. The measure of backlog at a point in time may not be indicative of future
sales performance. We do not rely entirely on backlogs to predict future sales.
For most operating divisions, our cancellation policy is that an order cannot be
canceled after it has been selected for production. Orders from pre-built stock,
though, may be canceled up to the time of shipment.
Competitive Conditions
We rank in the top three in the United States in dollar volume of furniture
manufacturing sales, which includes manufacturers of bedroom, dining room and
living room furniture. Some of the larger companies that compete with our
Residential upholstery and Residential casegoods
6
segments are Bassett Furniture, Ethan Allen, Furniture Brands International,
Lifestyle Furnishings International, Stanley and Natuzzi. We also have a
substantial number of small and medium size competitors in all three of our
operating segments.
We compete primarily by emphasis on the quality and styling of our products,
dealer support, brand name, value, customer service and delivery.
Research and Development Activities
We spent $10.6 million in fiscal 2000 for new product development, existing
product improvement, quality control, improvement of current manufacturing
operations and research into the use of new materials in the construction of
products. We spent $8.4 million in fiscal 1999 on such activities and $9.5
million on such activities in fiscal 1998. Our customers generally do not engage
in research with respect to the products we manufacture. Most of our operating
divisions develop and manage their own product lines. New product groups or
styles are typically introduced at industry trade shows (markets), and based
upon their acceptance at the markets, the products are either placed into
production or withdrawn from the markets.
Patents, Licenses and Franchises
We hold several patents but we believe that the loss of any single or group of
patents would not materially affect our business. We have no material licenses
or franchises. Our agreements with our "proprietary" dealers are a key part of
our marketing strategies. See customers section above for details of these
customers.
Compliance with Environmental Regulations
We have been named as a potentially responsible party at six environmental
clean-up sites. Based on a review of all currently known facts and our
experience with previous environmental clean-up sites, we do not anticipate that
future expenditures for environmental clean-up sites will have a material
adverse effect on our financial condition or results of operations.
Employees
We employed approximately 21,600 persons as of July 1, 2000. Our Residential
upholstery segment employed approximately 13,800 of those employees, Residential
casegoods employed approximately 5,300 of them, Contract employed approximately
2,000 of them, and we employed approximately 500 non-segment personnel. Less
than 10 percent of our employees are unionized. Substantially all of them were
employed on a full-time basis.
Financial Information about Foreign and Domestic Operations and Export Sales
Less than 5 percent of our total sales are exports. We sell upholstered
furniture to Canadian customers through a Canadian subsidiary and to European
customers through a United Kingdom subsidiary. We also make a small amount of
sales in Mexico through a Mexican subsidiary and
7
we have entered into a joint venture in Thailand that has began making sales in
Australia and the Far East.
We also derive a small amount of royalty revenues from the sale and licensing of
trademarks, tradenames and patents to certain foreign manufacturers.
ITEM 2. PROPERTIES.
At April 29, 2000, we owned or leased approximately 19.0 million square feet of
manufacturing, warehousing, office and showroom facilities. The Residential
upholstery segment occupied approximately 9.8 million square feet, Residential
casegoods occupied approximately 6.6 million square feet and Contract occupied
approximately 2.6 million square feet. These facilities are mostly less than 30
years old, are well maintained and are insured. Major land or building additions
are not expected to be needed to increase capacity. We own most of our plants
and lease most of the others under long term industrial revenue bonds. For
information on terms of operating leases for our properties see Note 5 to our
consolidated financial statements (page 30), which is included in Exhibit (13)
to this report and is incorporated in this item by reference.
In addition to the properties mentioned above, we owned or leased approximately
0.3 million square feet of retail selling, retail warehousing and retail office
facilities.
Our facilities are located in Alabama, Arkansas, California, Michigan,
Mississippi, Missouri, North Carolina, Ohio, Pennsylvania, South Carolina,
Tennessee, Utah, Virginia, Washington D.C. and the countries of Canada, United
Kingdom, Mexico and a joint venture in Thailand.
ITEM 3. LEGAL PROCEEDINGS.
We have been named as a defendant in various lawsuits arising in the ordinary
course of business. It is not possible at the present time to estimate the
ultimate outcome of these actions; however, based on our previous experience
with lawsuits of these types, we believe that the resultant liability, if any,
will not be material to our financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY.
No matters were voted upon by our shareholders during the fourth quarter of
fiscal 2000.
8
EXECUTIVE OFFICERS OF REGISTRANT
Listed below are the names, ages and current positions of our executive officers
and, if they have not held those positions for at least five years, their former
positions during that period with us or other companies.
Patrick H. Norton, age 78
o Chairman of the Board since October 1997
o Formerly Senior Vice President Sales and Marketing
Gerald L. Kiser, age 53
o President and Chief Operating Officer since October 1997
o Formerly Executive Vice President and Chief Operating Officer (April -
October 1997), Vice President-Operations (May 1996 - April 1997), and Vice
President of Engineering and Development (May 1995 - April 1997)
Frederick H. Jackson, age 72
o Executive Vice President Finance and Chief Financial Officer since October
1997
o Formerly Vice President Finance
Mark A. Stegeman, age 38
o Treasurer since June 2000
o Account Vice President with Paine Webber (January 2000 - May 2000)
o Formerly Account Vice President with Salomon Smith Barney (three years),
and Vice President and Manager-Large Corporate Group with Key Bank and its
predecessor, Society Bank (ten years)
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY and RELATED STOCKHOLDER
MATTERS.
We had 22,344 shareholders of record as of April 29, 2000.
All other information required to be reported under this item is contained in
Exhibit (13) to this report (page 41) and is incorporated in this item by
reference.
ITEM 6. SELECTED FINANCIAL DATA.
All information required to be reported under this item is included Exhibit (13)
to this report (page 39) and is incorporated in this item by reference.
9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
Our "Management's Discussion and Analysis" section included in Exhibit (13) of
this report (pages 35 through 38) is incorporated by reference in response to
this item.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Nothing material to report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our consolidated financial statements and all other information required by this
item are included in Exhibit (13) of this report (pages 23 through 34 and page
40), and all of that information is incorporated in this item by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
For information concerning executive officers, see Part I, under "Executive
Officers of the Registrant." All other information required to be reported under
this item is included in our proxy statement for our annual meeting of
shareholders to be held on July 31, 2000 (filed with the SEC on June 30, 2000),
and all of that information is incorporated in this item by reference.
ITEM 11. EXECUTIVE COMPENSATION.
All information required to be reported under this item is included in our proxy
statement for our 2000 annual meeting, and all of that information is
incorporated in this item by reference.
10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
All information required to be reported under this item is included in our proxy
statement for our 2000 annual meeting, and all of that information is
incorporated in this item by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
All information required to be reported under this item is included in our proxy
statement for our 2000 annual meeting, and all of that information is
incorporated in this item by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
1. Financial Statements:
Report of Management Responsibilities
Report of Independent Accountants
Consolidated Balance Sheet
Consolidated Statement of Income
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Shareholders' Equity
Notes to Consolidated Financial Statements
The financial statements above are all included in Exhibit (13) of this
report, and is incorporated in this item by reference.
2. Financial Statement Schedules:
Report of Independent Accountants on Financial Statement Schedule
Schedule II Valuation and Qualifying Accounts
Both immediately follow this item.
3. Exhibits
The following exhibits are filed as part of this report:
11
Exhibit Number Description of Exhibit (Note 1)
(1) Not applicable
(2) Not applicable
(3.1) La-Z-Boy Incorporated Restated Articles of Incorporation
(Note 2)
(3.2) Amendment to Restated Articles of Incorporation (Note 3)
(3.3) Current La-Z-Boy Incorporated Bylaws (Note 4)
(4) $300 million dollar Credit Agreement dated as of May 12, 2000
among La-Z-Boy Incorporated, the banks listed therein,
Comerica Bank, as Syndication Agent, Suntrust Bank, as
Documentation Agent, and Wachovia Bank, N.A., as
Administrative Agent (Note 5)
(5) Not applicable
(8) Not applicable
(9) Not applicable
(10.1)* La-Z-Boy Incorporated Amended and Restated 1993 Performance
Based Stock Plan (Note 6)
(10.2)* La-Z-Boy Incorporated Restricted Stock Plan for Non-Employee
Directors (Note 7)
(10.3)* La-Z-Boy Incorporated Executive Incentive Compensation Plan
Description (Note 8)
(10.4)* La-Z-Boy Incorporated Supplemental Executive Retirement Plan
(as revised in 1995) (Note 9)
(10.5)* La-Z-Boy Incorporated Amended and Restated 1997 Restricted
Share Plan (Note 10)
(10.6)* La-Z-Boy Incorporated 1997 Incentive Stock Option Plan
(Note 10)
(10.7)* Form of Change in Control Agreement (Note 11). Executive
officers currently covered; Patrick H. Norton, Gerald L. Kiser,
Frederick H. Jackson.
(10.8)* Form of Indemnification Agreement (covering all directors,
including employee-directors) (Note 12)
(10.9)* Summary Plan Description and Partial Plan Document for the
La-Z-Boy Incorporated Personal Executive Life Insurance Program
(the "Summary")(Note 13). With respect to directors and
executive officers, the only persons covered by this plan are
Gerald L. Kiser and Mark A. Stegeman.
(10.10)* La-Z-Boy Incorporated 1986 Incentive Stock Option Plan
(Note 14)
(10.11) $150 million dollar Credit Agreement dated as of January 28,
2000, among La-Z-Boy Incorporated, the Banks listed therein and
Wachovia Bank, N.A., as Administrative Agent (Note 15)
(10.12) Agreement and Plan of Merger, dated as of September 28, 1999,
among La-Z-Boy Incorporated, LZB Acquisition Corp., and LADD
Furniture, Inc. (Note 16)
(10.13) Amendment No. 1, dated as of December 13, 1999, to Agreement
and Plan of Merger among La-Z-Boy Incorporated, LZB Acquisition
Corp., and LADD Furniture, Inc. (Note 17)
(11) Statement re computation of per share earnings (see Note 11 to
the Consolidated Financial Statements included in Exhibit (13))
(12) Not applicable
(13) Portions of the 2000 Annual Report to Shareholders (Note 18)
(15) Not applicable
(16) Not applicable
12
(17) Not applicable
(18) Not applicable
(19) Not applicable
(20) Not applicable
(21) List of subsidiaries of La-Z-Boy Incorporated
(22) Not applicable
(23) Consent of PricewaterhouseCoopers LLP
(24) Not applicable
(25) Not applicable
(26) Not applicable
(27) Not applicable
Notes to Exhibits
* Indicates a contract or benefit plan under which one or more
executive officers or directors may receive benefits.
Note 1. For all documents incorporated by reference, the SEC file
number is 1-9656 unless otherwise indicated below. All exhibit
description references to previous filings are references to
filings by La-Z-Boy. Unless otherwise indicated, the described
exhibit is being filed with this Report.
Note 2. Incorporated by reference to an exhibit to Form 10-Q for the
quarter ended October 26, 1996.
Note 3. Incorporated by reference to an exhibit to Form 10-K/A filed
September 27, 1999.
Note 4. Incorporated by reference to an exhibit to Form 8-K dated
June 11, 1999.
Note 5. Incorporated by reference to an exhibit to Form 8-K dated
May 31, 2000.
Note 6. Incorporated by reference to an exhibit to definitive proxy
statement dated June 27, 1996.
Note 7. Incorporated by reference to an exhibit to definitive proxy
statement dated July 6, 1989.
Note 8. Incorporated by reference to an exhibit to Form 10-K for the
fiscal year ended April 26, 1997.
Note 9. Incorporated by reference to an exhibit to Form 8-K dated
February 6, 1995.
Note 10. Incorporated by reference to an exhibit to definitive proxy
statement dated June 27, 1997.
Note 11. Incorporated by reference to an exhibit to Form 8-K dated
February 6, 1995.
Note 12. Incorporated by reference to an exhibit to Form 8, Amendment
No. 1, dated November 3, 1989.
Note 13. Incorporated by reference to an exhibit to Form 10-K for the
fiscal year ended April 26, 1997.
Note 14. Incorporated by reference to an exhibit to definitive proxy
statement dated June 26, 1986.
Note 15. Incorporated by reference to an exhibit to Form 10-Q for the
quarter ended January 22, 2000.
Note 16. Incorporated by reference to an exhibit to Form 8-K dated
September 28, 1999, and filed with the SEC on September 30, 1999.
Note 17. Incorporated by reference to an exhibit to Form S-4 Registration
Statement filed December 15, 1999; registration no. 333-92763.
13
Note 18. With the exception of the information incorporated in Parts I
and II, this document is not deemed to be filed as part of the
report on Form 10-K.
(b) Reports on Form 8-K
On February 14, 2000, we filed with the SEC a Report on Form 8-K, dated
January 29, 2000, which reported on our acquisition of LADD Furniture,
Inc.
14
Report of Independent Accountants on
Financial Statement Schedule
To the Board of Directors
of La-Z-Boy Incorporated:
Our audits of the consolidated financial statements referred to in our report
dated May 31, 2000 appearing in the 2000 Annual Report to Shareholders of
La-Z-Boy Incorporated (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedule listed in Item 14(a)(2) of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in
all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Toledo, Ohio
May 31, 2000
15
LA-Z-BOY INCORPORATED AND SUBSIDIARIES SCHEDULE II VALUATION
AND QUALIFYING ACCOUNTS
(Dollars in thousands)
Trade
accounts
Additions receivable
Balance at Additions charged to "written off" Balance
beginning from new costs and net of at end of
Description of year Acquisitions expenses recoveries year
- ------------------------------- ------------- ------------- ------------- -------------- ------------
Year ended April 29, 2000:
Allowance for doubtful
accounts and
long-term notes $25,628 $2,866 $5,551 $1,824 $32,221
Accrued Warranties $14,575 $3,500 $18,075
Year ended April 24, 1999:
Allowance for doubtful
accounts and
long-term notes $20,639 $7,361 $2,372 $25,628
Accrued Warranties $12,025 $2,550 $14,575
Year ended April 25, 1998:
Allowance for doubtful
accounts and
long-term notes $18,931 $7,333 $5,625 $20,639
Accrued Warranties $10,775 $1,250 $12,025
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its
behalf by the undersigned, thereunto duly authorized.
DATE: July 28, 2000 LA-Z-BOY INCORPORATED
BY /s/Patrick H. Norton
----------------------
P.H. Norton
Chairman of the Board
17
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below, as of July 28, 2000, by the following persons on behalf
of the Registrant and in the capacities indicated.
/s/Patrick H. Norton /s/J.F. Weaver
- --------------------------------------- ------------------------------------
P.H. Norton J.F. Weaver
Chairman of the Board Director
/s/G.L. Kiser /s/D.K. Hehl
- --------------------------------------- ------------------------------------
G.L. Kiser D.K. Hehl
President and Chief Operating Officer Director
/s/F.H. Jackson /s/R.E. Lipford
- --------------------------------------- ------------------------------------
F.H. Jackson R.E. Lipford
Executive VP Finance, Chief Director
Financial Officer and Director
/s/J.J. Korsnack /s/H.G. Levy
- --------------------------------------- ------------------------------------
J.J. Korsnack H.G. Levy
Chief Accounting Officer and Director
Corporate Controller
/s/G.M. Hardy
- --------------------------------------- ------------------------------------
G.M. Hardy J.W. Johnston
Director Director
- ---------------------------------------
L.G. Stevens
Director
18
EXHIBIT INDEX
Page in
Exhibit Number Description of Exhibit Sequentially
Numbered Copy
(1) Not applicable
(2) Not applicable
(3.1) La-Z-Boy Incorporated Restated Articles of Incorporation (Note 2)
(3.2) Amendment to Restated Articles of Incorporation (Note 3)
(3.3) Current La-Z-Boy Incorporated Bylaws (Note 4)
(4) $300 million dollar Credit Agreement dated as of May 12, 2000 among La-Z-Boy
Incorporated, the banks listed therein, Comerica Bank, as Syndication Agent,
Suntrust Bank, as Documentation Agent, and Wachovia Bank, N.A., as Administrative
Agent (Note 5)
(5) Not applicable
(8) Not applicable
(9) Not applicable
(10.1)* La-Z-Boy Incorporated Amended and Restated 1993 Performance Based Stock Plan
(Note 6)
(10.2)* La-Z-Boy Incorporated Restricted Stock Plan for Non-Employee Directors (Note 7)
(10.3)* La-Z-Boy Incorporated Executive Incentive Compensation Plan Description (Note 8)
(10.4)* La-Z-Boy Incorporated Supplemental Executive Retirement Plan (as revised in 1995)
(Note 9)
(10.5)* La-Z-Boy Incorporated Amended and Restated 1997 Restricted Share Plan (Note 10)
(10.6)* La-Z-Boy Incorporated 1997 Incentive Stock Option Plan (Note 10)
(10.7)* Form of Change in Control Agreement (Note 11). Executive officers currently
covered; Patrick H. Norton, Gerald L. Kiser, Frederick H. Jackson.
(10.8)* Form of Indemnification Agreement (covering all directors, including
employee-directors) (Note 12)
(10.9)* Summary Plan Description and Partial Plan Document for the La-Z-Boy Incorporated
Personal Executive Life Insurance Program (the "Summary") (Note 13). With
respect to directors and executive officers, the only persons covered by this
plan are Gerald L. Kiser and Mark A. Stegeman.
(10.10)* La-Z-Boy Incorporated 1986 Incentive Stock Option Plan (Note 14)
(10.11) $150 million dollar Credit Agreement dated as of January 28, 2000, among La-Z-Boy
Incorporated, the Banks listed therein and Wachovia Bank, N.A., as Administrative
Agent (Note 15)
(10.12) Agreement and Plan of Merger, dated as of September 28, 1999,
among La-Z-Boy Incorporated, LZB Acquisition Corp., and LADD
Furniture, Inc. (Note 16)
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(10.13) Amendment No. 1, dated as of December 13, 1999, to Agreement and Plan of Merger
among La-Z-Boy Incorporated, LZB Acquisition Corp., and LADD Furniture, Inc.
(Note 17)
(11) Statement re computation of per share earnings (see Note 11 to the Consolidated
Financial Statements included in Exhibit (13))
(12) Not applicable
(13) Portions of the 2000 Annual Report to Shareholders (Note 18)
(15) Not applicable
(16) Not applicable
(17) Not applicable
(18) Not applicable
(19) Not applicable
(20) Not applicable
(21) List of subsidiaries of La-Z-Boy Incorporated
(22) Not applicable
(23) Consent of PricewaterhouseCoopers LLP
(24) Not applicable
(25) Not applicable
(26) Not applicable
(27) Not applicable
Notes to Exhibits
* Indicates a contract or benefit plan under which one or more
executive officers or directors may receive benefits.
Note 1. For all documents incorporated by reference, the SEC file
number is 1-9656 unless otherwise indicated below. All exhibit
description references to previous filings are references to
filings by La-Z-Boy. Unless otherwise indicated, the described
exhibit is being filed with this Report.
Note 2. Incorporated by reference to an exhibit to Form 10-Q for the quarter ended October 26, 1996.
Note 3. Incorporated by reference to an exhibit to Form 10-K/A filed September 27, 1999.
Note 4. Incorporated by reference to an exhibit to Form 8-K dated June 11, 1999.
Note 5. Incorporated by reference to an exhibit to Form 8-K dated May 31, 2000.
Note 6. Incorporated by reference to an exhibit to definitive proxy statement dated June 27, 1996.
Note 7. Incorporated by reference to an exhibit to definitive proxy statement dated July 6, 1989.
Note 8. Incorporated by reference to an exhibit to Form 10-K for the fiscal year ended April 26, 1997.
Note 9. Incorporated by reference to an exhibit to Form 8-K dated February 6, 1995.
Note 10. Incorporated by reference to an exhibit to definitive proxy statement dated June 27, 1997.
Note 11. Incorporated by reference to an exhibit to Form 8-K dated February 6, 1995.
Note 12. Incorporated by reference to an exhibit to Form 8, Amendment No. 1, dated November 3, 1989.
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Note 13. Incorporated by reference to an exhibit to Form 10-K for the fiscal year ended April 26, 1997.
Note 14. Incorporated by reference to an exhibit to definitive proxy statement dated June 26, 1986.
Note 15. Incorporated by reference to an exhibit to Form 10-Q for the quarter ended January 22, 2000.
Note 16. Incorporated by reference to an exhibit to Form 8-K dated September 28, 1999, and filed with the SEC on
September 30, 1999.
Note 17. Incorporated by reference to an exhibit to Form S-4 Registration Statement filed December 15, 1999;
registration no. 333-92763.
Note 18. With the exception of the information incorporated in Parts I
and II, this document is not deemed to be filed as part of the
report on Form 10-K.
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