As filed with the Securities and Exchange Commission on September __, 1999 Registration No. 333-64447 ===================================================================== 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: Ralph Ogden, Esq. 1535 "J" Street Modesto, CA 95959 HEILIG-MEYERS COMPANY This Registration Statement registered the sale from time to time of up to 666,667 shares of the Common Stock of the registrant by the stockholder named therein. Of this amount, the selling stockholder has not sold any shares. Accordingly, the registrant hereby deregisters 666,667 shares of the Common Stock originally covered by 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 Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Goochland, State of Virginia, on this 27th day of September, 1999. HEILIG-MEYERS COMPANY By: /s/ Roy S. Goodman ------------------------------ Roy B. Goodman Executive Vice President and Chief Financial Officer