Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-45129
2,019,182 shares
HEILIG-MEYERS COMPANY
COMMON STOCK
This Prospectus relates to 2,019,182 shares (the "Shares") of common
stock, $2 par value per share (the "Common Stock") of Heilig-Meyers Company (the
"Company"), which may be offered from time to time by the selling stockholders
named herein (the "Selling Stockholders"). The Common Stock is listed on the New
York Stock Exchange (the "NYSE") and the Pacific Exchange, Inc. (the "PE") under
the trading symbol "HMY." On February 23, 1998 the last reported sale price of
the Common Stock on the New York Stock Exchange was $15 3/4 per share.
The Selling Stockholders have advised the Company that the Shares may
be sold from time to time in transactions on the NYSE or PE or in negotiated
transactions, in each case at prices satisfactory to the Selling Stockholders.
(See "Plan of Distribution.")
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is February 24, 1998.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549; and at the Commission's regional offices at
500 West Madison Street, Chicago, Illinois 60606; and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained by mail
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission also maintains a
World Wide Web site at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants, such as the
Company, that file electronically with the Commission. The Company's common
stock is listed on the New York and Pacific Exchanges, and such material may
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005 and the Pacific Exchange, Inc., 301 Pine
Street, San Francisco, California 94104.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), of which this Prospectus constitutes a part. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information, reference is made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
hereby incorporated by reference into this Prospectus:
(a) the annual report on Form 10-K for the fiscal year ended February
28, 1997;
(b) the annual report on Form 10-K/A, Amendment No. 1, for the fiscal
year ended February 28, 1997;
(c) the quarterly report on Form 10-Q for the quarterly periods ended
May 31, 1997, August 31, 1997 and November 30, 1997;
(d) the quarterly report on Form 10-Q/A, Amendment No. 1, for the
quarterly period ended May 31, 1997;
(e) the current reports on Form 8-K dated April 10, 1997, July 17,
1997, August 7, 1997, August 13, 1997, December 24, 1997 and
February 11, 1998;
(f) the current report on Form 8-K/A dated February 24, 1997;
(g) the description of the Common Stock contained in the Registration
Statement on Form 8-A filed with the Commission on April 26, 1983
(File No. 1-8484), as amended by amendments on Form 8, filed with
the Commission on April 9, 1985, February 23, 1988, September 20,
1989, July 31, 1990, August 6, 1992, July 28, 1994 and February
19, 1998, respectively (File No. 1-8484); and
(h) the description of the Rights to Purchase Preferred Stock, Series
A contained in the Registration Statement on Form 8-A filed with
the Commission on February 19, 1998 (File No. 1-8484).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Shares shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or any portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to Heilig- Meyers Company, 12560 West Creek Parkway, Richmond, Virginia
23238; Attention: Paige H. Wilson, Secretary, telephone (804) 784-7500.
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HEILIG-MEYERS COMPANY
BUSINESS
General
The Company is the nation's largest publicly held specialty retailer of
home furnishings with 1,189 stores (as of December 31, 1997) in 38 states,
Washington, D.C. and Puerto Rico. The Company currently operates stores under
five formats. The "Heilig-Meyers" name is associated with the Company's
historical format with a majority of the stores operating in smaller markets
with a broad line of merchandise. The Company's Heilig-Meyers stores are
primarily located in small towns and rural markets in the Southeast,
Southcentral, Midwest, West, Northwest and Southwest of the continental United
States. All of the Company's Puerto Rico stores operate under the "Berrios"
name. The Berrios format is similar to the format used by the stores operated
under the "Heilig-Meyers" name. The "Rhodes" name is used for the 100 stores
operated by Rhodes, Inc., which was acquired by the Company on December 31,
1996. The Rhodes retailing strategy is selling quality furniture to a broad base
of middle income customers. The Rhodes stores are primarily located in the
midsized markets and metropolitan areas of 14 southern, midwestern and western
states. "The RoomStore" name and format is utilized for 23 stores in Texas,
Washington and Oregon, 10 of which were acquired in February 1997, 8 of which
were converted from former Rhodes stores and 5 of which were converted from
former Heilig-Meyers stores. Stores using The RoomStore format display and sell
furniture in complete room packages, which are arranged by professional
designers and sell at a value if purchased as a group. The "Mattress
Discounters" name is used for 171 retail bedding stores acquired in July 1997.
The Mattress Discounters stores are located in ten states and Washington, D.C.
The "Bedding Experts" name is used for 54 retail bedding stores acquired in
January 1998. The Bedding Experts stores are located in Illinois, Indiana,
Wisconsin and South Dakota. As a result of the acquisition of Rhodes, The
RoomStore and Mattress Discounters, the Company now has the ability to expand by
matching operating formats to markets with appropriate demographic and
competitive factors. The Company expects to expand these formats as appropriate
markets are identified.
The Company's executive offices are located at 12560 West Creek
Parkway, Richmond, Virginia 23238. The telephone number is (804) 784-7500.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders.
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SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of
this Prospectus with respect to shares of Common Stock owned by the Selling
Stockholders which are covered by this Prospectus. The number of shares of
Common Stock offered pursuant to this Prospectus for the account of the Selling
Stockholders equals the total number of shares of Common Stock owned by the
Selling Stockholders as of the date of this Prospectus. No Selling Stockholder
owns one percent or more of the outstanding Common Stock.
Common Stock Ownership
Prior to The Offering
Name of Selling Stockholder Number(1)
--------------------------- ---------
Robert J. D'Amico 1,009,591
Joseph Graziano 1,009,591
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1. Includes shares placed in escrow (100,959 shares by each of Mr.
D'Amico and Mr. Graziano), which are being held to secure certain
indemnification obligations of Messrs. D'Amico and Graziano with respect to
representations and warranties made by The Bedding Experts, Inc., an Illinois
corporation ("Bedding Experts") in connection with its acquisition by the
Company.
In connection with the merger of Bedding Experts with a wholly-owned
subsidiary of the Company, Mr. D'Amico entered an employment agreement pursuant
to which he will serve as Regional Vice President of Bedding Experts for an
initial term ending February 28, 2000, with automatic annual one-year extensions
thereafter, unless either party notifies the other at least five months in
advance that it does not wish to extend the term. Mr. D'Amico's annual salary is
initially $175,000, which will be reviewed on an annual basis and may be
increased, but not decreased.
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that they may offer
Shares from time to time depending on market conditions and other factors, in
one or more transactions on the NYSE, PE or other national securities exchanges
on which the Shares are traded, or in negotiated transactions, at market prices
prevailing at the time of sale, at negotiated prices or at fixed prices. Sales
of Shares may involve (i) block transactions in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction, (ii) purchases
by a broker-dealer as principal and resale by such broker-dealer for its own
account pursuant to this Prospectus, (iii) ordinary brokerage transactions and
transactions in which a broker solicits purchasers and (iv) privately negotiated
transactions. To the extent required, this Prospectus may be amended and
supplemented from time to time to describe a specific plan of distribution. In
connection with the distribution of the Shares or otherwise, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Common Stock in the course of hedging the position they assume with the
Selling Stockholders. The Selling Stockholders may also sell the Common Stock
short and redeliver the Shares to close out such short positions. The Selling
Stockholder may also enter into option or other transactions with broker-dealers
which require delivery to such broker-dealer of Shares offered hereby, which
Shares such broker-dealer may resell pursuant to this Prospectus (as
supplemented or amended to reflect such transaction). The Selling Stockholders
may also pledge shares to a broker-dealer and, upon a default, such
broker-dealer may effect sales of the pledged shares pursuant to this Prospectus
(as supplemented or amended to reflect such transaction). In addition, any
shares that qualify for sale pursuant to Rule 144 may be sold under Rule 144
rather than pursuant to this Prospectus.
Brokers and dealers may receive compensation in the form of concessions
or commissions from the Selling Stockholders and/or purchasers of Shares for
whom they may act as agent (which compensation may be in excess of customary
commissions). The Selling Stockholders and any broker or dealer that
participates in the distribution of Shares may be deemed to be underwriters and
any commissions received by them and any profit on the resale of Shares
positioned by a broker or dealer may be deemed to be underwriting discounts and
commissions under the Securities Act.
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The Company has advised the Selling Stockholders that Regulation M
under the Exchange Act may apply to sales of Shares and to the activities of the
Selling Stockholders or broker-dealers in connection therewith.
Pursuant to the Registration Rights Agreement, dated as of January 2,
1998, by and among the Company and the Selling Stockholders (the "Registration
Rights Agreement"), the Company will pay registration expenses in connection
with the registration of the Shares. The Selling Stockholders and the Company
have agreed to indemnify each other against certain civil liabilities, including
certain liabilities under the Securities Act.
VALIDITY OF SECURITIES
The validity of the Shares to which this Prospectus relates will be
passed upon for the Company by McGuire, Woods, Battle & Boothe LLP, Richmond,
Virginia, which serves as general counsel to the Company. As of January 28,
1998, partners and associates of McGuire, Woods, Battle & Boothe LLP, who
performed services in connection with the offering made by this Prospectus,
owned of record and beneficially 2,574 shares of Common Stock. Robert L. Burrus,
Jr., a director of the Company, is a partner of that firm.
EXPERTS
The consolidated financial statements and the related financial
statement schedule incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given their authority as experts in accounting and auditing.
The consolidated financial statements of Rhodes, Inc. as of February
29, 1996 and February 28, 1995 and for the three years ended February 29, 1996
incorporated by reference in this Prospectus from the Company's current report
on Form 8-K/A dated February 24, 1997 have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto and are incorporated herein by reference in reliance upon the authority
of said firm as experts in giving said report.
The financial statements of the Weberg Division (a division of Weberg
Enterprises, Inc., which was acquired by Rhodes, Inc. on November 1, 1995) as of
December 1994 and for the year then ended incorporated in this Prospectus by
reference from the Company's current report on Form 8-K/A dated February 24,
1997 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report with respect thereto and are incorporated herein by reference in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
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