As filed with the Securities and Exchange Commission on March 4, 1999 Registration No. 333-45129 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------------------- HEILIG-MEYERS COMPANY (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 54-0558861 (I.R.S. employer identification number) 12560 West Creek Parkway Richmond, Virginia 23238 (804) 784-7300 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ----------------------- David W. Robertson, Esq. McGuire, Woods, Battle & Boothe LLP One James Center 901 East Cary Street Richmond, Virginia 23219 (804) 775-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------- Copies to: Elizabeth R. Perdue McBride Baker & Coles 500 West Madison Street, 40th Floor Chicago, Illinois 60661-2511 HEILIG-MEYERS COMPANY This Registration Statement, registered the sale from time to time of up to 2,019,182 shares of the Common Stock of the registrant by the stockholders named therein. Of this amount, the selling stockholders sold an aggregate of 990,479 shares. Accordingly, the registrant hereby deregisters 1,028,703 shares of the Common Stock originally covered by the Registration Statement and not sold by the selling stockholders pursuant to the Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Goochland, State of Virginia, on this 4th day of March, 1999. HEILIG-MEYERS COMPANY By: /s/ Roy B. Goodman ----------------------------------- Roy B. Goodman Executive Vice President and Chief Financial Officer