-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O3heuehTx6ddPZzHYWLDL56c0d2kmdFUr9pRWfm4AXwQBryo45CpSADSjRtetNR6 lcQretSNvZZ6R9G/JpftNQ== 0000057131-00-000010.txt : 20000215 0000057131-00-000010.hdr.sgml : 20000215 ACCESSION NUMBER: 0000057131-00-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000129 ITEM INFORMATION: FILED AS OF DATE: 20000214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LA-Z-BOY INC CENTRAL INDEX KEY: 0000057131 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 380751137 STATE OF INCORPORATION: MI FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09656 FILM NUMBER: 541328 BUSINESS ADDRESS: STREET 1: 1284 N TELEGRAPH RD CITY: MONROE STATE: MI ZIP: 48162 BUSINESS PHONE: 3132414414 FORMER COMPANY: FORMER CONFORMED NAME: LA Z BOY CHAIR CO DATE OF NAME CHANGE: 19920703 8-K 1 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 January 29, 2000 (Date of Report (Date of Earliest Event Reported)) LA-Z-BOY INCORPORATED (Exact Name of Registrant as Specified in Its Charter) Michigan (State or Other Jurisdiction of Incorporation) 1-9656 (Commission File Number) 38-0751137 (I.R.S. Employer Identification No.) 1284 N. Telegraph Road Monroe, Michigan 48162 (Address of Principal Executive Offices, Including Zip Code) (734) 242-1444 (Registrant's Telephone Number, Including Area Code) [not applicable] (Former Name or Former Address If Changed Since Last Report 1 Item 2. Acquisition or Disposition of Assets Effective January 29, 2000, La-Z-Boy Incorporated acquired LADD Furniture, Inc. through a merger which resulted in LADD becoming a wholly-owned subsidiary of La-Z-Boy. The merger was consummated pursuant to the Agreement and Plan of Merger dated as of September 28, 1999 among LADD, La-Z-Boy, and a La-Z-Boy subsidiary, as amended. LADD's shareholders approved the merger at a special meeting on January 27, 2000. Pursuant to the terms of the merger agreement, each issued and outstanding share of LADD common stock was converted into the right to receive 1.18 shares of La-Z-Boy common stock. La-Z-Boy will issue approximately 9.2 million shares of its common stock in exchange for the LADD common stock, which will result in the former LADD shareholders' owning approximately 15% of La-Z-Boy's outstanding common stock. La-Z-Boy has previously reported detailed information about LADD, LADD's business, and the proposed merger in a Registration Statement on Form S-4 (Registration No. 333-92763), which was declared effective by the Securities and Exchange Commission on December 23, 1999. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a.) Financial Statements of Businesses Acquired The audited financial statements as of and for the twelve months ended January 2, 1999 and January 3, 1998 of LADD Furniture, Inc., including the report of independent auditors, were previously reported in LADD Furniture, Inc.'s Annual Report on Form 10-K dated January 2, 1999 (filed March 26, 1999) and are herein incorporated by reference. The unaudited financial statements of LADD Furniture, Inc. as of and for the nine months ended October 2, 1999 were previously reported in LADD Furniture, Inc.'s Quarterly Report on Form 10-Q/A and LADD Furniture, Inc.'s Quarterly Report on Form 10-Q (filed December 13, 1999 and November 5, 1999, respectively) and are herein incorporated by reference. (b.) Pro Forma Financial Information The unaudited pro forma consolidated condensed financial information as of and for the year ended April 24, 1999 and the six months ended October 23, 1999 for La-Z-Boy Incorporated and LADD Furniture, Inc., were previously reported in La-Z-Boy Incorporated's Registration Statement on Form S-4 (Registration No. 333-92763), which was declared effective by the Securities and Exchange Commission on December 23, 1999 and is herein incorporated by reference. (c.) Exhibits (2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession Agreement and Plan of Merger, conformed to reflect Amendment No. 1, dated as of December 13, 1999 is herein incorporated by reference from an exhibit of La-Z-Boy Incorporated's Registration Statement on Form S-4 (Registration No. 333-92763), which was declared effective by the Securities and Exchange Commission on December 23, 1999. 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. LA-Z-BOY INCORPORATED /s/ Gene M. Hardy Date: February 14, 2000 Gene M. Hardy Secretary and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----