UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
X Annual report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the fiscal year ended February 28, 1997
or
Transition report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission file number 1-8484
HEILIG-MEYERS COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-0558861
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2235 Staples Mill Road
Richmond, Virginia 23230
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (804) 359-9171
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which registered
Common Stock, $2.00 New York Stock Exchange
Par Value Pacific Stock Exchange
Rights to purchase Preferred New York Stock Exchange
Stock, Series A, $10.00 Pacific Stock Exchange
Par Value
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for at least the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of 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 ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of May 1, 1997 was approximately $624,713,837.
This figure was calculated by multiplying (i) the closing sales price
of the registrant's common stock on the New York Stock Exchange on May 1, 1997
by (ii) the number of shares of the registrant's common stock not held by the
officers or directors of the registrant or any persons known to the registrant
to own more than five percent of the outstanding common stock of the registrant.
Such calculation does not constitute an admission or determination that any such
officer, director or holder of more than five percent of the outstanding common
stock of the registrant is in fact an affiliate of the registrant.
As of May 1, 1997, there were outstanding 54,414,463 shares of the
registrant's common stock, $2.00 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for its Annual Meeting of
Shareholders scheduled for June 18, 1997, are incorporated by reference into
Part III.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements
The following consolidated financial statements of Heilig-Meyers
Company and Subsidiaries included in the registrant's 1997 Annual
Report to Shareholders are included in item 8 herein:
Independent Auditors' Report
Consolidated Balance Sheets -
February 28, 1997 and February 29, 1996
Consolidated Statements of Earnings -
Year Ended February 28, 1997,
Year Ended February 29, 1996, and
Year Ended February 28, 1995
Consolidated Statements of Stockholders' Equity -
Year Ended February 28, 1997,
Year Ended February 29, 1996, and
Year Ended February 28, 1995
Consolidated Statements of Cash Flows -
Year Ended February 28, 1997,
Year Ended February 29, 1996, and
Year Ended February 28, 1995
Notes to Consolidated Financial Statements
2. Financial Statement Schedules: The financial statement
schedule required by this item is listed below.
Independent Auditors' Report on Schedule II included in Item 8
herein.
Schedule II - Valuation and Qualifying Accounts
Schedules other than those listed above have been omitted
because they are not applicable or are not required or because
the required information is included in the financial
statements or notes thereto.
3. Exhibits required to be filed by Item 601 of Regulation S-K.
See INDEX TO EXHIBITS
(b) 1. Reports on Form 8-K Filed During Last Quarter of Year
Ended February 28, 1997.
There were two Current Reports on Form 8-K filed during the last
quarter of the fiscal year ended February 28, 1997. On January 10,
1997, Registrant filed a Form 8-K in which it reported that
Registrant had acquired Rhodes, Inc. ("Rhodes") and including
certain financial statements related thereto. On February 24,
1997, Registrant filed Amendment No. 1 to its January 10, 1997
Form 8-K, in which it reported certain financial statements
related to Rhodes.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HEILIG-MEYERS COMPANY
Date: June 27, 1997 by /s/Joseph R. Jenkins
-------------------------------
Joseph R. Jenkins
Executive Vice President
Principal Financial Officer
Index to Exhibits
3. Articles of Incorporation and Bylaws.
a. Registrant's Restated Articles of Incorporation filed as
Exhibit 3(a) to Registrant's Annual Report on Form 10-K for
the fiscal year ended February 28, 1990 (No. 1-8484) are
incorporated herein by this reference.
b. Articles of Amendment to Registrant's Restated Articles of
Incorporation filed as Exhibit 4 to Registrant's Form 8
(Amendment No. 5 to Form 8-A filed April 26, 1983) filed
August 6, 1992 (No. 1-8484) are incorporated herein by this
reference.
c. Articles of Amendment to Registrant's Restated Articles of
Incorporation filed as Exhibit 3(c) to Registrant's Annual
Report on Form 10-K for the fiscal year ended February 28,
1993 (No. 1-8484) are incorporated herein by this reference.
d. Articles of Amendment to Registrant's Restated Articles of
Incorporation, filed as Exhibit 3(d) to Registrant's Annual
Report on Form 10-K for the fiscal year ended February 28,
1995 (No. 1-8484), are incorporated herein by this reference.
e. Registrant's Amended Bylaws. (1)
4. Instruments defining the rights of security holders, including
indentures.
a. Indenture dated as of August 1, 1996, among Registrant,
MacSaver Financial Services, Inc. ("MacSaver") and First
Union National Bank of Virginia, as Trustee, filed with the
Commission as Exhibit 4(a) to Registrant's Current Report on
Form 8-K dated September 11, 1996 (No. 1-8484), is
incorporated herein by this reference.
b. Officer's Certificate dated August 9, 1996, relating to the
public offering by MacSaver of $200 million aggregate
principal amount of 7/8% Notes due August 1, 2003, guaranteed
as to payment of principal and interest by Registrant, filed
with the Commission as Exhibit 4(b) to Registrant's Current
Report on Form 8-K dated September 11, 1996 (No.1-8484), is
incorporated herein by this reference.
c. In addition to the foregoing, the long-term debt as shown on
the consolidated balance sheet of the Registrant at February
28, 1995 includes various obligations each of which is
evidenced by an instrument authorizing an amount that is less
than 10% of the total assets of the Registrant and its
subsidiaries on a consolidated basis. The documents
evidencing these obligations are accordingly omitted pursuant
to Regulation S-K, Item 601(b)(4)(iii) and will be furnished
to the Commission upon request.
10. Contracts
a. Three leases dated as of December 27, 1976 between Hyman
Meyers, Agent, and the Registrant, filed as Exhibit 10(a)(2)
and Exhibit 10(a)(4) - Exhibit 10(a)(5) to Registrant's
Annual Report on Form 10-K for the fiscal year ended February
28, 1989 (No. 1-8484), are incorporated herein by this
reference.
b. The following Agreements filed as Exhibits 10(b) through
10(f) to Registrant's Annual Report on Form 10-K for the
fiscal year ended February 28, 1991 (No. 1-8484) are
incorporated herein by this reference:
(1) Lease dated as of January 1, 1980 between Hyman
Myers, Agent, and the Registrant.
(2) Lease dated November 1, 1970 between Hyman Meyers,
Agent, and the Registrant as successor in interest
to Heilig-Meyers Company of Greenville, Inc.
(3) Lease dated April 15, 1971 between Meyers-Thornton
Investment Co. and the Registrant as successor in
interest to Meyers-Thornton Corporation.
(4) Lease dated June 28, 1971 between Meyers-Thornton
Investment Company and the Registrant as successor
in interest to Meyers-Thornton Corporation.
(5) Lease dated December 1, 1972 between Meyers-
Thornton Investment Company and the Registrant.
c. The following Agreements (originally filed as exhibits to
Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1982) were refiled as Exhibits 10(c)(1)-(3)
to Registrant's Annual Report on Form 10-K for the fiscal
year ended February 28, 1993 (No. 1-8484) and are
incorporated herein by reference:
(1) Executive Employment and Deferred Compensation
Agreement made January 12, 1982 between Hyman
Meyers and the Registrant. *
(2) Executive Employment and Deferred Compensation
Agreement made January 12, 1982 between S. Sidney
Meyers and the Registrant. *
(3) Executive Employment and Deferred Compensation
Agreement made January 12, 1982 between Nathaniel
Krumbein and the Registrant. *
d. Employees' Profit Sharing Retirement Plan, amended and
restated, effective as of March 1, 1989 filed as Exhibit
10(d) to Registrant's Annual Report on Form 10-K for the
fiscal year ended February 28, 1993 (No. 1-8484) is
incorporated herein by this reference.*
e. First Amendment, dated as of June 15, 1992, to the Heilig-
Meyers Employees' Profit Sharing Retirement Plan, amended and
restated, effective as of March 1, 1989, filed as Exhibit
10(e) to the Registrant's Annual Report on Form 10-K for the
fiscal year ended February 28, 1993 (No. 1-8484) is
incorporated herein by this reference.*
f. Second Amendment, dated as of February 1, 1994, to the
Heilig-Meyers Employees' Profit Sharing Retirement Plan,
amended and restated, effective as of March 1, 1989. * (1)
g. Third Amendment, dated as of May 1, 1995, to the Heilig-
Meyers Employees' Profit Sharing Retirement Plan, amended and
restated, effective as of March 1, 1989. * (1)
h. Addendum to Lease and Contract dated February 26, 1973
amending Lease Contract dated April 15, 1971 between Meyers-
Thornton Investment Co. and the Company as successor in
interest to Meyers-Thornton Corporation (see Exhibit
10(c)(2)), filed as Exhibit 10(k) to Registrant's
Registration Statement on Form S-2 (No. 2-81775) is
incorporated herein by this reference.
i. The following Agreements filed as Exhibits 19(a) through
19(c) to Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1984 (No. 1-8484) are incorporated
herein by this reference:
(1) Agreement made as of May 4, 1984 to amend Executive
Employment and Deferred Compensation Agreement
between Hyman Meyers and Registrant.*
(2) Agreement made as of May 4, 1984 to amend Executive
Employment and Deferred Compensation Agreement
between S. Sidney Meyers and Registrant.*
(3) Agreement made as of May 4, 1984 to amend Executive
Employment and Deferred Compensation Agreement
between Nathaniel Krumbein and Registrant.*
j. Agreement made as of September 15, 1989 to amend Executive
Employment and Deferred Compensation Agreement between Hyman
Meyers and Registrant filed as Exhibit 10(i) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended February 28, 1990 (No. 1-8484) is incorporated herein
by this reference.*
k. Agreement made as of September 15, 1989 to amend Executive
Employment and Deferred Compensation Agreement between S.
Sidney Meyers and Registrant filed as Exhibit 10(j) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended February 28, 1990 (No. 1-8484) is incorporated herein
by this reference.*
l. Agreement made as of September 15, 1989 to amend Executive
Employment and Deferred Compensation Agreement between
Nathaniel Krumbein and Registrant filed as Exhibit 10(k) to
the Registrant's Annual Report on Form 10-K for the fiscal
year ended February 28, 1990 (No. 1-8484)is incorporated
herein by this reference.*
m. Deferred Compensation Agreement between Robert L. Burrus, Jr.
and the Registrant filed as Exhibit 10(o) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended February
28, 1987 (No. 1-8484) is incorporated herein by this
reference.*
n. Amendment dated September 15, 1989 to the Deferred
Compensation Agreement between Robert L. Burrus, Jr. and the
Registrant filed as Exhibit 10(m) to Registrant's Annual
Report on Form 10-K for the fiscal year ended February 28,
1990 (No. 1-8484) is incorporated herein by this reference.*
o. Deferred Compensation Agreement between Lawrence N. Smith and
the Registrant filed as Exhibit 10(p) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended February
28, 1987 (No. 1-8484) is incorporated herein by this
reference.*
p. Amendment dated September 15, 1989 to Deferred Compensation
Agreement between Lawrence N. Smith and the Registrant filed
as Exhibit 10(o) to Registrant's Annual Report on Form 10-K
for the fiscal year ended February 28, 1990 (No. 1-8484) is
incorporated herein by this reference.*
q. Deferred Compensation Agreement between George A. Thornton,
III and the Registrant filed as Exhibit 10(q) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended February 28, 1987 (No. 1-8484) is incorporated herein
by this reference.*
r. Amendment dated September 15, 1989 to Deferred Compensation
Agreement between George A. Thornton, III and the Registrant
filed as Exhibit 10(q) to Registrant's Annual Report on Form
10-K for the fiscal year ended February 28, 1990 (No. 1-8484)
is incorporated herein by this reference.*
s. Employees Supplemental Profit-Sharing and Retirement Savings
Plan, adopted effective as of March 1, 1991, amended and
restated effective as of March 1, 1994. * (1)
t. Registrant's 1983 Stock Option Plan, as amended, filed as
Exhibit C to Registrant's Proxy Statement dated May 9, 1988
(No. 1-8484) for its Annual Meeting of Stockholders held on
June 22, 1988 is incorporated herein by this reference.*
u. Amendments to registrant's 1983 Stock Option Plan, as
amended, filed as Exhibit 10(t) to Registrant's Annual Report
on Form 10-K for the fiscal year ended February 28, 1990 (No.
1-8484) is incorporated herein by this reference.*
v. Registrant's 1990 Stock Option Plan, as amended, filed as
Exhibit 10(t) to Registrant's Annual Report on Form 10-K for
the fiscal year ended February 28, 1993 (No. 1-8484) is
incorporated herein by this reference.*
w. Registrant's 1994 Stock Option Plan, as amended, filed as
Exhibit A to Registrant's Proxy Statement dated May 3, 1994
(No. 1-8484) for its Annual Meeting of Stockholders held on
June 15, 1994 is incorporated herein by this reference.*
x. Registrant's Executive Severance Plan effective as of
September 15, 1989 filed as Exhibit 10(v) to Registrant's
Annual Report on Form 10-K for the fiscal year ended February
28, 1990 (No. 1-8484) is incorporated herein by this
reference.*
y. Form of Executive Supplemental Retirement Agreement between
the Registrant and each of William C. DeRusha and Troy A.
Peery, Jr. dated January 1, 1996. * (1)
z. Form of Executive Supplemental Retirement Agreement between
the Registrant and each of James F. Cerza, Jr., Joseph R.
Jenkins and James R. Riddle dated January 1, 1996. * (1)
aa. Form of Executive Supplemental Retirement Agreement between
the Registrant and William J. Dieter dated January 1, 1996. *
(1)
bb. Employment Agreement made as of November 1, 1996
between William C. DeRusha and the Registrant. * (1)
cc. Employment Agreement made as of November 1, 1996
between Troy A. Peery, Jr. and the Registrant. * (1)
dd. The following Agreements filed as Exhibits 10 (ii) through 10
(kk) to the Registrant's Annual Report on Form 10-K for
fiscal year ended February 28, 1991 (No. 1-8484) are
incorporated herein by this reference:
(1) Employment Agreement dated April 10, 1991 between
Joseph R. Jenkins and the Registrant.*
(2) Employment Agreement dated April 10, 1991 between
James C. Cerza, Jr. and the Registrant.*
(3) Employment Agreement dated April 10, 1991 between
James R. Riddle and the Registrant.*
ee. Carve Out Life Insurance Plan filed as Exhibit 10(ff) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended February 28, 1993 (No. 1-8484) is incorporated herein
by this reference.*
ff. Amendment, dated as of August 18, 1993, to the Heilig-
Meyers Company Severance Plan filed as exhibit 10(hh) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended February 28, 1994 (No. 1-8484) is incorporated herein
by this reference.*
gg. 1988 Deferred Compensation Agreement for Outside Directors
between George A. Thornton, III and the Registrant filed as
exhibit 10(ii) to the Registrant's Annual Report on Form 10-K
for the fiscal year ended February 28, 1994 (No. 1-8484) is
incorporated herein by this reference.*
hh. Amendment, dated as of April 18, 1994, to the 1986 Heilig-
Meyers Company Deferred Compensation Agreement for Outside
Director between George A. Thornton, III and the Registrant
filed as exhibit 10(jj) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended February 28, 1994 (No. 1-
8484) is incorporated herein by this reference.*
ii. Amendment, dated as of April 18, 1994, to the 1990 Heilig
Meyers Company Deferred Compensation Agreement for Outside
Director between George A. Thornton, III and the Registrant
filed as exhibit 10(kk) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended February 28, 1994 (No. 1-
8484) is incorporated herein by this reference.*
jj. Letter Agreement, dated August 26, 1993, amending employment
agreement between Joseph R. Jenkins and the Registrant filed
as exhibit 10(ll) to the Registrant's Annual Report on Form
10-K for the fiscal year ended February 28, 1994 (No. 1-8484)
is incorporated herein by this reference.*
kk. Letter Agreement, dated August 26, 1993, amending employment
agreement between James R. Riddle and the Registrant filed as
exhibit 10(mm) to the Registrant's Annual Report on Form 10-K
for the fiscal year ended February 28, 1994 (No. 1-8484) is
incorporated herein by this reference.*
ll. Letter Agreement, dated August 26, 1993, amending employment
agreement between James F. Cerza and the Registrant filed as
exhibit 10(nn) to the Registrant's Annual Report on Form 10-K
for the fiscal year ended February 28, 1994 (No. 1-8484) is
incorporated herein by this reference.*
mm. $400,000,000 Credit Agreement dated July 18, 1995 among
MacSaver Financial Services, Inc., as Borrower; the
Registrant, as Guarantor; and Wachovia Bank of Georgia, N.A.,
as Administrative Agent, as amended by the First Amendment
and Restatement of Credit Agreement dated May 14, 1996 filed
as exhibit 10 (pp) to the Registrant's Annual Report on Form
10-K for the fiscal year ended February 29, 1996 (No. 1-8484)
is incorporated herein by this reference.
nn. Rhodes, Inc. Employees' Savings Plan, filed with the
Commission as Exhibit 10.6 to Rhodes, Inc.'s Annual
Report on Form 10-K for the year ended February 28, 1986 (No.
0-08966) is incorporated herein by this reference.*
oo. Policy issued by Life Insurance Company of North America,
dated March 1, 1989 covering the Rhodes, Inc. Employee
Disability Plan, filed with the Commission as Exhibit 10.38
to Rhodes, Inc.'s Annual Report on Form 10-K for the year
ended February 28, 1991 (No. 0-08966) is incorporated herein
by this reference.*
pp. Form of Compensation (change in control) Agreement between
Irwin L. Lowenstein and Rhodes, Inc., filed with the
Commission as Exhibit 10.7 to Rhodes, Inc.'s Annual
Report on Form 10-K for the year ended February 28, 1995 (No.
1-09308) is incorporated herein by this reference.*
qq. Amended and Restated Merchant Agreement by and between
Beneficial National Bank USA, HMY RoomStore, Inc. and Rhodes,
Inc., dated as of May 9, 1997. (1)
rr. Compensation Agreement entered into between Rhodes, Inc. and
Joel T. Lanham, filed with the Commission as Exhibit 10.10 to
Rhodes, Inc.'s. Annual Report on Form 10-K for the year
ended February 29, 1996 (No. 1-09308) is incorporated herein
by this reference.*
ss. Compensation Agreement entered into between Rhodes, Inc. and
Joel H. Dugan, filed with the Commission as Exhibit 10.11 to
Rhodes, Inc.'s Annual Report on Form 10-K for the year
ended February 29, 1996 (No. 1-09308) is incorporated herein
by this reference.*
11. Computation of per share earnings for the fiscal years ended
February 28, (29), 1997, 1996 and 1995. (1)
21. Subsidiaries of Registrant. (1)
23. Consents of experts and counsel.
a. Consent of Deloitte & Touche LLP to incorporation by
reference of Accountants' Reports into Registrant's
Registration Statements on Form S-8 and Form S-3. (1)
27. Financial Data Schedule. (1)
99. Additional Exhibits
a. Financial Statements required by Form 11-K, Annual
Report of Rhodes, Inc. Employees' Savings Plan for
the Plan year ended December 31, 1996. (2)
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* Management contract or compensatory plan or arrangement of the Company
required to be filed as an exhibit.
(1) Filed as exhibits to Registrant's Annual Report on Form 10-K for the year
ended February 28, 1997.
(2) Filed with this Form 10-K/A.