Creating World's Preeminent Furnishings Company

    MONROE, Mich., Sept. 28 /PRNewswire/ -- La-Z-Boy Incorporated (NYSE: LZB),
a leading manufacturer and marketer of residential and contract furnishings,
and LADD Furniture, Inc. (Nasdaq: LADF), a leading residential and contract
furniture manufacturer, announced today that they have entered into a
definitive merger agreement pursuant to which LADD will merge into La-Z-Boy.
Each outstanding share of LADD common stock will be exchanged for 1.18 shares
of La-Z-Boy common stock.

    Merger Benefits

    * Creates the United States' largest publicly-traded residential furniture
      company, with over $2.0 billion in sales and over $1.3 billion in equity
      value

    * Expected to be accretive (excluding merger costs and synergies) to
      La-Z-Boy earnings in the fiscal year beginning in May 2000

    * Generates substantive revenue and cost synergies

    * Establishes strong competitive positions across all market segments

    * Further enhances portfolio of well known brands

    * Leverages La-Z-Boy name, the number one recognized furniture brand

    * Adds LADD's attractive contract furniture and youth businesses

    * Combines two strong management teams

    * Allows LADD shareholders to participate in a larger, more diversified,
      better capitalized dividend-paying market leader

    * Structured as a tax-free share exchange for LADD shareholders

    The transaction represents a price of $24.34 per LADD share based upon
La-Z-Boy's closing stock price of $20.63 on September 28, 1999.  Based upon
this price, the transaction has a total equity value of $197.8 million and a
total transaction value of $299.3 million, including assumed net debt of
$101.5 million.
    The merger is structured to be tax-free to LADD shareholders and will be
accounted for as a purchase transaction.  Conditioned upon LADD shareholder
and regulatory approvals, the transaction is expected to be completed by early
2000.

    Management's Comments
    "This transaction elevates us to the world's premier provider of
residential and institutional furniture across all major markets," said
Pat Norton, La-Z-Boy's Chairman.  "In addition to reinforcing our leading
market positions in upholstery and casegoods, LADD immediately establishes us
as a market leader in contract and youth furniture sales."
    Fred Schuermann, LADD's Chairman, President and Chief Executive Officer,
noted, "The combination of LADD's broad product portfolio and market segment
penetration with La-Z-Boy's strong brand name and national distribution
provides the merged companies with a stronger, more competitive position that
will generate additional cost savings and fuel long-term growth.  In addition,
we will continue to ensure the delivery of long-term value to LADD
shareholders.  LADD's shareholders will receive a more liquid security in a
larger, more diversified company, while sharing in the enhanced long-term
prospects of the combined companies."

    Synergies
    The transaction is expected to generate both cost and revenue synergies
beginning in the first full year following the transaction.  Sources for cost
savings are anticipated to include enhanced purchasing efficiencies,
elimination of redundant overhead costs, sharing of internal best practices,
and logistics, freight and distribution economies of scale.  Revenue
enhancements are anticipated from leveraging La-Z-Boy's brand name and
distribution network, as well as LADD's market-leading reputation in contract
sales.  To cover the costs of achieving these synergies, La-Z-Boy expects to
take a transaction-related charge in the quarter in which the merger is
completed.  The amount of the charge has not yet been determined.

    Ongoing Management
    Under the terms of the agreement, which has been unanimously approved by
the boards of directors of both companies, Mr. Schuermann and his senior
management team will continue in their current positions with LADD, managing
it as a subsidiary of La-Z-Boy.  La-Z-Boy's current executive officers and
directors will remain the same.
    "We have the utmost respect for the job that Fred Schuermann and his
management team have done since taking control of LADD in 1996," said Jerry
Kiser, La-Z-Boy's president and chief operating officer, "and we place a high
degree of faith in their ability to help us move quickly to capitalize on
anticipated synergies while aggressively pursuing growth opportunities created
by this transaction."

    Combined Companies
    As a result of the transaction, given La-Z-Boy's closing price today of
$20.63, La-Z-Boy will have a total market capitalization of $1.5 billion,
including net debt of $176 million, with approximately 63 million shares
outstanding on a fully diluted basis.  La-Z-Boy expects to maintain its
dividend policy upon consummation of the merger.  In the most recent fiscal
quarter, La-Z-Boy paid a quarterly cash dividend of $.08 per share.  LADD
currently pays no dividend.

    Company Backgrounds
    La-Z-Boy, with sales of $1,287.6 million for the fiscal year ended
April 24, 1999, is the nation's leading manufacturer of residential and
business furniture.  La-Z-Boy's products are sold through a licensed network
of 285 stores and over 300 in-store galleries, as well as through furniture
retailers under the brand names La-Z-Boy, Hammary, England/Corsair, Kincaid,
Sam Moore, Centurion and Bauhaus.  Headquartered in Monroe, Michigan, La-Z-Boy
employs approximately 14,500 employees and operates 34 manufacturing
facilities in the U.S., Canada and Europe.
    LADD, with sales of $571.1 million for the fiscal year ended January 2,
1999, is one of North America's largest residential furniture manufacturers,
as well as one of the world's leading suppliers of residential furniture for
the hospitality, assisted-living and government markets.  The company markets
a wide range of bedroom, dining room, occasional and upholstered furniture
under the brand names American Drew, Barclay, Clayton Marcus, Hickory Mark,
Lea, Pennsylvania House and Pilliod.  LADD's contract sales group markets its
furniture under the American of Martinsville brand name.  Headquartered in
Greensboro, North Carolina, LADD employs approximately 6,500 people and
operates 22 manufacturing facilities in eight states.

    Financial Advisers
    La-Z-Boy was advised in this transaction by Merrill Lynch & Co.  Mann
Armistead & Epperson Ltd. acted as financial advisor to LADD.

    Forward-looking statements in this release are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are not guarantees of future performance and
are subject to risks and uncertainties regarding this transaction.  Such risks
and uncertainties include, but are not limited to, the satisfaction of the
conditions to close the transaction; determinations by regulatory and
governmental authorities; the ability to successfully integrate LADD's
business with that of La-Z-Boy; the ability to achieve synergistic and other
cost reductions and efficiencies; general business and economic conditions;
competitive pricing pressures for the companies products; changes in raw
material and other costs; and opportunities that may be presented to and
pursued by the company.  Any of these risks or uncertainties may cause actual
results or future circumstances to differ materially from the forward-looking
statements contained in this news release.

            LA-Z-BOY Incorporated Agrees to Strategic Combination
                          With LADD Furniture, Inc.

                         Invitation for Presentation
                     and Conference Call in New York City

                            Intercontinental Hotel
                             111 East 48th Street
                           South Parlor, 2nd Floor

You are cordially invited to join LA-Z-BOY's and LADD's senior executives for
               a presentation of their decision to join forces


                       Presentation and Conference Call


  New York  Wednesday, September 29, 1999 8:30 a.m. (Eastern Daylight Time)

         To participate by phone, please dial:   1-888-273-9892 (US)

                      Conference Call Code:         LION

Link to this page: