UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________to____________
Commission file number 33-31502
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
LA-Z-BOY INCORPORATED MATCHED
RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
LA-Z-BOY INCORPORATED
1284 North Telegraph Road
Monroe, Michigan 48162
Telephone (734) 242-1444
This report contains 20 pages
1
REQUIRED INFORMATION Page
Signature................................................................. 3
Financial Statements:
Report of Independent Auditors........................................ 5
Statements of Net Assets Available for Benefits
as of December 31, 2002 and December 31, 2001......................... 6
Statements of Changes in Net Assets Available for
Benefits for the year ended December 31, 2002......................... 7
Notes to Financial Statements......................................... 8-15
Schedule H, line 4i - Schedule of Assets
(Held at End of Year)................................................. 16
Schedule H, line 4j - Schedule of Reportable
Transactions for the Year Ended December 31, 2002..................... 17
Exhibits:
Consent of Independent Auditors ...................................... 18
Certifications Pursuant to Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002.............19-20
2
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
LA-Z-BOY INCORPORATED MATCHED
RETIREMENT SAVINGS PLAN
By La-Z-Boy Incorporated
Plan Administrator
Date: June 30, 2003 /s/Mark A. Stegeman
-------------------------------
Mark A. Stegeman
Treasurer
3
La-Z-Boy Incorporated
Matched Retirement Savings Plan
Financial Statements and
Supplemental Information
December 31, 2002 and 2001
La-Z-Boy Incorporated
Matched Retirement Savings Plan
Index to Financial Statements and Supplemental Information
-------------------------------------------------------------------------------
Page(s)
Report of Independent Auditors............................................. 5
Financial Statements
Statement of Net Assets Available for Benefits at
December 31, 2002 and 2001................................................ 6
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2002...................................... 7
Notes to Financial Statements........................................... 8-15
Supplemental Information
Schedule H, line 4i - Schedule of Assets (Held at End of Year)............ 16
Schedule H, line 4j - Schedule of Reportable Transactions
for the Year Ended December 31, 2002..................................... 17
Note: Other schedules required by Section 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA
have been omitted because they are not applicable.
4
Report of Independent Auditors
To the Participants and Administrator of
La-Z-Boy Incorporated
Matched Retirement Savings Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of La-Z-Boy Incorporated Matched Retirement Savings Plan (the "Plan") at
December 31, 2002 and 2001, and the changes in net assets available for benefits
for the year ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Schedule H,
line 4i - Assets (Held at End of Year) and Schedule H, line 4j - Reportable
Transactions for the Year Ended December 31, 2002 are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. These supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/PricewaterhouseCoopers LLP
June 30, 2003
5
La-Z-Boy Incorporated
Matched Retirement Savings Plan
Statement of Net Assets Available for Benefits
-------------------------------------------------------------------------------
December 31,
2002 2001
Assets
Investments, at fair value $ 64,401,009 $ 109,512,952
Cash 50,107,766 -
Interest/dividends receivable 775 771
------------ -------------
Net assets available for benefits $114,509,550 $109,513,723
============ ============
The accompanying notes are an integral part of these financial statements.
6
La-Z-Boy Incorporated
Matched Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
-------------------------------------------------------------------------------
Year Ended
December 31,
2002
Additions
Additions to net assets attributed to:
Investment income:
Interest $1,725,976
Dividends 889,414
----------
2,615,390
----------
Contributions:
Employee deferrals 11,215,832
Employer match 4,576,780
Rollovers 305,557
----------
16,098,169
----------
Total additions 18,713,559
----------
Deductions
Deductions from net assets attributed to:
Benefits paid to participants 15,854,556
Net depreciation in fair value of investments 2,190,989
Trustee and investment management fees 210,027
----------
Total deductions 18,255,572
----------
Net increase 457,987
Net assets available for benefits:
Beginning of year 109,513,723
Transfer of assets from other plans 4,537,840
-----------
End of year $ 114,509,550
==============
The accompanying notes are an integral part of these financial statements.
7
La-Z-Boy Incorporated
Matched Retirement Savings Plan
Notes to Financial Statements
-------------------------------------------------------------------------------
1. Description of the Plan
The following description of the La-Z-Boy Incorporated Matched Retirement
Savings Plan (the Plan) is provided for general information purposes
only. Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
General
La-Z-Boy Incorporated (the Company) sponsors the Plan, which is a defined
contribution plan covering eligible participants. The Plan is
administered by a Central Board of Administration (the Board) appointed
by the Board of Directors of the Company. The Investment Performance
Review Committee oversees the investment options selected for the Plan.
The Company has appointed Key Trust Company of Ohio, N.A. (Key Trust), as
the Plan's trustee. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
In June 2002, it was announced that Key Trust would discontinue its
employee benefit plan services. During 2002, the Board selected Putnam
Fiduciary Trust Company (Putnam) as the successor trustee of the Plan.
Assets of the Plan were transferred from Key Trust to Putnam on January
2, 2003.
Participation
Effective July 1, 2002, employees who have completed at least 90 days of
service following their first day of employment and have attained the age
of eighteen are eligible to become participants on the first business day
of the subsequent calendar month, with the exception of the Company's
ineligible subsidiaries. Prior to July 1, 2002, employees who had
completed 1,000 hours of service in a six month period and had attained
age eighteen were eligible to become participants as of January 1 or July
1 following their qualification, with the exception of employees of the
Company's ineligible subsidiaries.
Vesting
Participants are always fully vested in their own deferral accounts.
Effective January 1, 2002, participants become vested 25% in employer
matching contributions after one year of service and vest an additional
25% each year thereafter, becoming 100% vested after four years. Prior to
January 1, 2002, participants became fully vested in the Company's
matching contribution accounts after five years of service.
Contributions
Contributions to the Plan consist of the following:
a. effective July 1, 2002, participants may make elective participant
compensation deferral contributions in an amount up to ninety-nine
percent of eligible compensation, not to exceed $11,000.
8
1. Description of the Plan (continued)
Contributions (continued)
b. prior to July 1, 2002, authorized participant compensation
deferral contributions in an amount up to fifteen percent of
eligible compensation for participants who were classified as
factory hourly or employees of the Sam Moore division, or up to
seven percent for those participants who were classified as
executive, salaried, office hourly or factory supervisor; or the
adjusted equivalent of $10,500, whichever was less.
c. the Plan provides for employer matching contributions of fifty
percent of the first two percent of participant deferrals, with
the exception of employees of the Sam Moore division, and
employees of Bauhaus, USA, Inc., a wholly owned subsidiary of the
Company, who receive matching contributions of twenty percent of
the first five percent of participant deferrals; who are not
eligible for an employer matching contribution; supplemental
employer matching contributions based upon a number of factors
including age, years of service, employee classification (factory
hourly, factory supervisor, executive, salaried, office hourly)
and division of the Company are provided for in the Plan. All
employer contributions are made to the Company Stock Fund, which
consists of La-Z-Boy Incorporated common stock and money market
investments, and remain in that fund until retirement or
withdrawal from the Plan, or until a participant attains the age
of fifty-five and elects to diversify their fund, as allowed by
the Plan.
d. any forfeiture restoration amount; and
e. amounts that participants have the ability, under certain
circumstances, to contribute that have been received as
distributions from pension benefit plans or "rollovers" from
selected eligible individual retirement arrangements.
However, total individual participant contributions shall not exceed the
lesser of:
f. prior to July 1, 2002, up to fifteen percent of the eligible
compensation for participants who were classified as factory
hourly employees and up to seven percent of eligible compensation
for participants who were classified as executive, salaried,
office hourly or factory supervisor and who participate in the
Company sponsored profit sharing plan; beginning July 1, 2002,
ninety-nine percent of the eligible compensation of the
participant during the plan year; or
g. the aggregate individual participant limitations set forth under
Section 415 of the Internal Revenue Code (IRC).
9
1. Description of the Plan (continued)
Contributions (continued)
The forfeited, nonvested portion of a terminated participant's account
may be used to reduce the Company's matching contribution. During 2002
and 2001, $126,979 and $169,717, respectively, of employer matching
contributions were forfeited by terminated employees before those amounts
became vested. During 2002 and 2001, forfeited nonvested balances in the
amounts of $169,800 and $197,000, respectively, were used to offset the
Company's matching contributions.
Voting Rights and Dividends
Each participant that has an interest in the Company Stock Fund is
entitled to exercise voting rights attributable to the shares allocated
to his or her Company Stock Fund account and is notified by the trustee
prior to the time that such rights are to be exercised. If the trustee
does not receive timely instructions, the trustee itself or by proxy
shall vote all such shares in the same ratio as the shares with respect
to which instructions were received from participants.
Each participant that has a vested interest in the Company Stock Fund may
elect to receive cash dividends that are paid on shares of Company stock.
Cash dividends that are distributed under this election shall be paid not
later than ninety days after the close of the Plan year in which the cash
dividends are paid. If a participant does not elect to receive cash
dividends, cash dividends that are paid on shares of Company stock are
reinvested in the Company Stock Fund.
Plan Benefits
Participants having five years of service under the Plan are entitled to
the full value of their accounts beginning at normal retirement age
(sixty-five). Participants with at least ten years of participation are
eligible for early retirement at age fifty-five. The value of a retiree's
account will be paid as soon as administratively feasible after the date
on which he or she retires.
If a participant's total vested account balance is $5,000 or less, the
benefit payment will be made in the form of a lump sum cash payment. The
participant also may elect to receive the entire portion of their account
that is invested in the Company Stock Fund in cash or in La-Z-Boy
Incorporated common stock. The remainder of the account balance is paid
in the form of a lump sum cash payment.
Death Benefits
Upon the death of a participant, the value of his or her account becomes
fully vested. As soon as administratively feasible thereafter, the value
of the participant's account will be paid to any beneficiary designated
by the participant or as stipulated in the Plan.
Disability Benefits
Participants who become totally and permanently disabled are eligible for
disability retirement benefits. The participant shall have the value of
his or her account fully vested and payable in the same manner as normal
retirement benefits.
Hardship or Financial Need
Upon application by the participant, the Board may direct distribution of
such participant's funds to alleviate extreme hardship. In no event shall
the amount exceed eighty percent of the participant's total compensation
deferral contribution balance. The distribution shall be subject to
personal income and excise taxes.
A participant may also apply to borrow an amount not less than $1,000 or
greater than the lesser of $50,000 or fifty percent of the participant's
vested account balance in the Plan. Terms of the loans are limited to
five years, unless used for the purchase of a principal residence.
Interest rates on loans granted bear interest at commercially reasonable
rates.
10
2. Summary of Significant Accounting Policies
Basis of Accounting
The accounts of the Plan are maintained on the accrual basis of
accounting in accordance with accounting principles generally accepted in
the United States of America.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits at the date of the financial
statements and the reported changes in net assets available for benefits
during the reporting period. Actual results could differ from those
estimates.
Expenses of the Plan
Trustee fees are paid by the Plan. Investment management fees are paid by
Plan participants based on participation in the various funds. All other
Plan expenses, including administrative and professional fees, are paid
by the Company.
Investments
Investments in securities traded on a national securities exchange are
valued based on published quotations on the last business day of the plan
year. Securities not so traded are valued at the latest available and
appropriate bid price on that date. Mutual fund investments are valued
based on the market value of the underlying investments as of the last
business day of the plan year. Participant loans receivable are valued at
cost which approximates fair value.
Net Appreciation and Depreciation of Investments
Realized gains and losses are calculated by subtracting the proceeds from
the sale of investments during the plan year from the fair value of the
investments at the beginning of the plan year, or at the time of purchase
if acquired during the plan year. Unrealized appreciation and
depreciation of investments is calculated by taking the fair value of the
investments at the end of the plan year less the fair value of the
investments at the beginning of the plan year, or at the time of purchase
if acquired during the plan year.
Allocation of Assets
Participant compensation deferral contributions are allocated to
individual participant accounts each pay period. Company matching
contributions are allocated to individual participant accounts monthly.
Changes in the fair market value of investments and gains and losses on
the disposition of investments, and investment income are allocated to
individual participant accounts on a daily basis in proportion to their
account balance.
11
3. Investment Options
The Plan provides participants with several investment options including
the Company Stock Fund, which consists of La-Z-Boy Incorporated common
stock and the EB Money Market Fund, as well as various mutual funds.
Participant fund allocations are made in increments of five percent and
participants may change their allocation of contributions among the
investment options and transfer amounts between investment options on a
daily basis. The Company's matching contribution is made in the Company's
common stock.
4. Investments
The following presents investments that represent five percent or more of
the Plan's net assets available for benefits at December 31, 2002:
La-Z-Boy Incorporated common stock,
2,180,327 shares $ 52,284,241*
Cash 50,107,766
Participant loans 10,851,951
The following presents investments that represent five percent or more of
the Plan's net assets available for benefits at December 31, 2001:
La-Z-Boy Incorporated common stock,
2,240,538 shares $ 48,850,244*
Victory Stock Index Fund, 712,326 shares 12,116,660
Victory Balanced Fund, 927,803 shares 11,124,359
Victory DCS Reserve Fund, 75,802 shares 14,213,544
Franklin Small Mid Cap Growth Fund, 259,343 shares 8,083,722
Participant loans 9,958,112
* Includes both participant-directed and nonparticipant-directed
investments
During 2002, the Plan's investments (including net appreciation and
depreciation on investments bought and sold, as well as held during the
year) depreciated by $2,190,989 as follows:
Mutual funds $ (7,261,375)
Company's common stock 5,070,386
------------
$ (2,190,989)
============
12
5. Nonparticipant-Directed Investments
Information about the net assets and the significant components of the
changes in net assets relating to Company Stock Fund, which contains both
participant-directed and nonparticipant-directed investments, is as
follows:
December 31,
2002 2001
Net assets:
Company Stock Fund $ 52,883,015 $ 49,349,912
============ ============
Year Ended
December 31,
2002
Changes in net assets:
Contributions $ 6,952,174
Dividends 867,583
Net appreciation 5,070,386
Benefits paid to participants (8,313,119)
Transfers to other participant-directed investments (1,392,497)
Administrative expenses (181,540)
Transferred assets from other plans 530,116
-----------
$ 3,533,103
===========
6. Party-in-interest
Investments in the Company Stock Fund consist of 2,180,327 and 2,240,538
shares of La-Z-Boy Incorporated common stock at December 31, 2002 and
2001, respectively. Shares for this fund are purchased on the open market
by Key Trust or are issued by the Company at fair market value. At
December 31, 2002 and 2001, the Plan held certain investments in mutual
funds managed by Key Trust. Purchases and sales of these mutual funds are
open market transactions at fair value. Consequently, such transactions
are permitted under the provisions of the Plan and are exempt from
prohibition of party-in-interest transactions under the IRC and ERISA.
7. Tax Status of the Plan
The Internal Revenue Service has determined and informed the Company by a
letter dated June 10, 2003, that the Plan and related trust are designed
in accordance with applicable sections of the IRC.
13
8. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, all amounts previously allocated to the participants
shall be fully vested subject only to any charge or lien, which may then
or thereafter exist and be due to the Trustee.
9. Risks and Uncertainties
The Plan's invested assets ultimately consist of mutual funds and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market, and credit. Due to the level of
risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities, it
is at least reasonably possible that changes in risks in the near term
would materially affect participants' account balances and the amounts
reported in the statement of net assets available for benefits and
statement of changes in net assets available for benefits.
La-Z-Boy Incorporated common stock, included in the Company Stock Fund,
accounts for approximately 46% and 45% of the net assets available for
benefits of the Plan at December 31, 2002 and 2001, respectively.
Fluctuations in the price of La-Z-Boy Incorporated common stock would
materially affect the participants' account balances and the net assets
available for benefits of the Plan as a whole.
10. Plan Amendments
Effective January 1, 2002, the Plan was amended and restated to comply
with several recent legislative actions. Additionally, effective January
1, 2002, the Plan was amended to allow participation by eligible
employees of Bauhaus, USA, Inc., a wholly owned subsidiary of the
Company, who previously participated in the Bauhaus, USA, Inc. 401(k)
Plan. In February 2002, the Plan was amended to convert the Company
Stock Fund component of the Plan to a non-leveraged employee stock
ownership plan, satisfying the requirements of IRC Sections 401(a), 409
and 4975(e)(7).
Effective January 1, 2001, the Plan, formerly known as the La-Z-Boy Chair
Company Matched Retirement Savings Plan, was amended and restated to
comply with several recent legislative actions and to change the
eligibility and contribution provisions as stated in Note 1. After
restatement, the plan name was changed to the La-Z-Boy Incorporated
Matched Retirement Savings Plan.
14
11. Subsequent Events
As previously described in Note 1, in June 2002, Key Trust announced that
they would discontinue their employee benefits plan services. During
2002, the Board selected Putnam as successor trustee of the Plan. Assets
of the Plan were transferred from Key Trust to Putnam on January 2, 2003.
Prior to the Plan's year-end, certain investments were liquidated by Key
Trust in anticipation of transferring Plan assets to Putnam. The cash
balance reported on the Statement of Net Assets Available for Benefits is
made up solely of the proceeds from these sales.
Concurrent with the change of trustees, the Plan was amended and restated
to consolidate and allow participation by other Company sponsored
employee benefit plans, including the LZB Retail, Inc. Matched Retirement
Savings Plan, the Retirement Savings Plan for Employees of LADD
Furniture, Inc., and the England, Inc. 401(k) Retirement Plan and Trust.
Upon restatement, the Plan name was changed to the La-Z-Boy Incorporated
Retirement Savings Plan.
15
La-Z-Boy Incorporated
Matched Retirement Savings Plan
Plan Number 015
EIN 38-0751137
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
-------------------------------------------------------------------------------
Identity of Current
Issuer or Borrower Description of Investment Cost** Value
* La-Z-Boy Incorporated Common Stock $ 29,114,118 $ 52,284,241
* Key Trust Company of
Ohio, N.A. Cash 50,107,766
* Key Trust Company of
Ohio, N.A. EB Money Market Fund 598,774 598,774
* Key Trust Company of
Ohio, N.A. Victory/Diversified
Stock Fund 666,818
* Participant Loans Interest rates ranging
from 5.25% through 10.5%
Maturity dates ranging
from 2002 through 2016 10,851,951
------------
$114,509,550
============
* Key Trust Company of Ohio, N.A., La-Z-Boy Incorporated and participants are
known parties-in-interest of the Plan.
**Cost information for participant-directed investments has been omitted, as
permitted by Section 2520.103-10 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under ERISA.
16
La-Z-Boy Incorporated
Matched Retirement Savings Plan
Plan Number 015
EIN 38-0751137
Schedule H, line 4j - Schedule of Reportable Transactions*
For the Year Ended December 31, 2002
-----------------------------------------------------------------------------------------------------------------------------------
Identity
of party Number of Purchase Selling Net Gain
Involved Description of Asset Transactions Price Price or (Loss)
Key Trust Company of Ohio, N.A EB Money Market Fund 99 $ 12,509,876
Key Trust Company of Ohio, N.A EB Money Market Fund 148 12,411,545 $ 12,411,545 -
La-Z-Boy Incorporated Common Stock 3 1,120,006
La-Z-Boy Incorporated Common Stock 15 6,046,032 7,131,854 1,085,822
* Transactions or series of transactions, involving nonparticipant-directed
investments, in excess of five percent of the current value of the Plan's
assets at December 31, 2001, as defined by section 2520.103-6 of the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
ERISA.
17
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-03097) of La-Z-Boy Incorporated of our report
dated June 30, 2003 relating to the financial statements of the La-Z-Boy
Incorporated Matched Retirement Savings Plan, which appears in this Form 11-K.
/s/PricewaterhouseCoopers LLP
Toledo, Ohio
June 30, 2003
18
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of the La-Z-Boy Incorporated
Matched Retirement Savings Plan (the "Plan") on Form 11-K for the period ended
December 31, 2002 as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Gerald L. Kiser, Chief Executive Officer of the
La-Z-Boy Incorporated (formerly known as "La-Z-Boy Chair Company") (the
"Company"), certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002:
(1) that the Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15
U.S.C. ss. 78m or 78o(d)); and
(2) that the information contained in the Report fairly
presents, in all material respects, the net assets available for
benefits and changes in net assets available for benefits of the Plan.
This statement is being furnished to the Securities and Exchange
Commission as an Exhibit to the Report. A signed original of this statement has
been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request.
/s/Gerald L. Kiser
--------------------------
Gerald L. Kiser
Chief Executive Officer
La-Z-Boy Incorporated
June 30, 2003
19
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of the La-Z-Boy Incorporated
Matched Retirement Savings Plan (the "Plan") on Form 11-K for the period ended
December 31, 2002 as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, David M. Risley, Chief Financial Officer of the
La-Z-Boy Incorporated (formerly known as "La-Z-Boy Chair Company") (the
"Company"), certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
906 of the Sarbanes-Oxley Act of 2002:
(1) that the Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15
U.S.C. ss. 78m or 78o(d)); and
(2) that the information contained in the Report fairly
presents, in all material respects, the net assets available for
benefits and changes in net assets available for benefits of the Plan.
This statement is being furnished to the Securities and Exchange
Commission as an Exhibit to the Report. A signed original of this statement has
been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request.
/s/David M. Risley
--------------------------
David M. Risley
Chief Financial Officer
La-Z-Boy Incorporated
June 30, 2003
20