UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES - -------- EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 1998 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.) 12560 West Creek Parkway, Richmond, Virginia 23238 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (804) 784-7300 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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 such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of January 1, 1999. 59,777,405 shares of Common Stock, $2.00 par value. The Form 10-Q for the quarter ended November 30, 1998 is amended by adding Item 5. PART II OTHER INFORMATION ITEM 5. OTHER INFORMATION The SEC has adopted Rule 14a - 4(c), effective June 29, 1998, which determines how proxies designated by public corporations may use discretionary voting authority on stockholder proposals made at annual meetings. The Company will have unrestricted use of discretionary voting authority, without any discussion of the matter in the proxy statement, if it does not receive prior written notice of an intent to submit a proposal at the meeting. For the Company's 1999 annual meeting of stockholders, this notice must be received by March 24, 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 thereunto duly authorized. Heilig-Meyers Company (Registrant) Date: February 8, 1999 /s/ Roy B. Goodman ------------------------------- Roy B. Goodman Executive Vice President and Principal Financial Officer