<PAGE>
Registration No. _____________
As Filed with the Securities and Exchange Commission on April 20, 1994
___________________________________________________________________________
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
CIRCUIT CITY STORES, INC.
(Exact name of issuer as specified in its charter)
Virginia 54-0493875
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9950 Mayland Drive, Richmond, Virginia 23233
(Address of Principal Executive Offices) (Zip Code)
1984 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN, AS
AMENDED AND RESTATED FEBRUARY 15, 1994
(formerly 1984 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE
PLAN, AS AMENDED AND RESTATED APRIL 19, 1988)
(Full title of the plan)
Richard L. Sharp, President, Circuit City Stores, Inc.
9950 Mayland Drive, Richmond, Virginia 23233
(Name and address of agent for service)
(804) 527-4000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share Price Fee
___________________________________________________________________________
Common Stock 1,000,000 $ 20.00(1) $20,000,000(1) $6,897.00
$.50 par value
Rights to Purchase
Preferred Stock,
Series E 1,000,000 (2) (2) $ 100.00
$20.00 par value
___________________________________________________________________________
(1) Estimated solely for purposes of calculating registration
fee. Based on the average of the high and low prices for the Common
Stock reported in the consolidated reporting system of the New York
Stock Exchange on April 15, 1994.
(2) The Rights to Purchase Preferred Stock will be attached to
and trade with shares of the Common Stock of the Company. Value
attributable to such rights, if any, will be reflected in the market
price of the shares of Common Stock. The fee paid represents the
minimum statutory fee pursuant to Section 6(b) of the Securities Act
of 1933, as amended.
The securities covered by this Registration Statement will be
sold to employees of the Registrant from time to time under the 1984
Circuit City Stores, Inc. Employee Stock Purchase Plan, as Amended
and Restated February 15, 1994.
2
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
The purpose of this Registration Statement is to register
1,000,000 additional shares of Common Stock, $.50 par value, of
Circuit City Stores, Inc., pursuant to the 1984 Circuit City Stores,
Inc. Employee Stock Purchase Plan, as Amended and Restated February
15, 1994 (formerly 1984 Circuit City Stores, Inc., Employee Stock
Purchase Plan, as Amended and Restated April 19, 1988) and 1,000,000
associated Rights to Purchase Preferred Stock, Series E, $20.00 par
value. The Registrant hereby incorporates by reference all
information included in its Form S-8 Registration Statement No. 33-
39039 (filed on February 22, 1991), with the exception of Item 5
contained therein.
Item 8. Exhibits
See Index to Exhibits.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the County of
Henrico, Commonwealth of Virginia, on April 19, 1994.
CIRCUIT CITY STORES, INC.
Registrant
By:/s/ Richard L. Sharp
Richard L. Sharp
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Alan L. Wurtzel* Chairman of the April 19, 1994
Alan L. Wurtzel Board and Director
/s/ Richard L. Sharp President, Chief April 19, 1994
Richard L. Sharp Executive Officer
and Director
/s/ Michael T. Chalifoux Senior Vice April 19, 1994
Michael T. Chalifoux President, Chief
Financial Officer
/s/ Richard N. Cooper* Director April 19, 1994
Richard N. Cooper
/s/ Douglas D. Drysdale* Director April 19, 1994
Douglas D. Drysdale
/s/ Barbara S. Feigin* Director April 19, 1994
Barbara S. Feigin
/s/ Theodore D. Nierenberg* Director April 19, 1994
Theodore D. Nierenberg
II-2
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/s/ Norman Ricken* Director April 19, 1994
Norman Ricken
Director April __, 1994
Walter J. Salmon
/s/ Edward Villanueva* Director April 19, 1994
Edward Villanueva
/s/ Keith D. Browning* Corporate Controller, April 19, 1994
Keith D. Browning Principal Accounting
Officer
*By:/s/ Michael T. Chalifoux
Michael T. Chalifoux
Attorney-In-Fact
II-2
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EXHIBITS
TO
CIRCUIT CITY STORES, INC.
REGISTRATION STATEMENT ON FORM S-8
<PAGE>
Index to Exhibits
(4) Instruments defining the rights of security holders,
including indentures
(a) Amended and 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, 1993, are expressly incorporated
herein by this reference.
(b) Articles of Amendment to the Amended and Restated
Articles of Incorporation, filed as Exhibit 3(b) to Registrant's
Annual report on Form 10-K for the fiscal year ended February 28,
1993, are expressly incorporated herein by this reference.
(c) Registrant's Amended and Restated Bylaws effective on
June 15, 1993, filed as Exhibit 19 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended May 31, 1993 are
expressly incorporated herein by this reference.
(d) Rights Agreement, dated April 29, 1988, between the
Registrant and Crestar Bank, as Rights Agent, filed as Exhibit (2)
to Registrant's Form 8-A Registration Statement (File No. 1-5767)
filed on May 23, 1988, is expressly incorporated herein by this
reference.
(e) Registrant's 1984 Employee Stock Purchase Plan, as
Amended and Restated February 15, 1994, filed herewith.
(5) Opinion of McGuire, Woods, Battle & Boothe, filed herewith.
(24) Consent of KPMG Peat Marwick, filed herewith.
(25) Powers of Attorney, filed herewith.
<PAGE>
EXHIBIT 4(e)
1984 CIRCUIT CITY STORES, INC.
EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED AND RESTATED FEBRUARY 15, 1994
The 1984 Circuit City Stores, Inc. Employee Stock Purchase
Plan (the "Plan") provides eligible employees of Circuit City
Stores, Inc., a Virginia corporation (the "Company"), an
opportunity to purchase common stock of the Company ("Common
Stock") through payroll deductions at prices below the market.
1. Amount of Stock Subject to the Plan. The total number of
shares of Common Stock which may be purchased under the Plan shall
be 4,500,000, subject to adjustment as provided in Section 11.
Such shares may be newly issued shares from the Company's
authorized but unissued Common Stock or may be shares purchased
for the Plan on the open market.
2. Eligible Employees. All present and future employees of
the Company and its parent and subsidiary corporations (whether
now existing or hereafter created or acquired) are eligible to
participate in the Plan except, as of any Enrollment Date (as
defined in Section 4), (i) employees who have completed less than
one year of Eligibility Service (defined below), or (ii) employees
who are subject to Section 16 of the Securities Exchange Act of
1934, or (iii) employees who are officers of the Company. For
purposes of the Plan, "Eligibility Service" means continuous
employment with the Company as a regular employee. Determinations
whether an employee is a regular employee and whether an employee
has completed one year of Eligibility Service shall be uniform in
nature and applicable to all persons similarly situated.
3. Administration of the Plan. The Plan shall be
administered by the Personnel and Compensation Committee of the
Board of Directors (the "Committee"). The Committee shall have
all powers necessary to administer the Plan, including the power
to construe and interpret the Plan's documents; to decide all
questions relating to an employee's employment status and
eligibility to participate in the Plan; to make adjustments to the
limitations on payroll deductions set forth in Section 5; to
employ such other persons as are necessary for the proper
administration of the Plan; and to make all other determinations
necessary or advisable in administering the Plan. Any
construction, interpretation, or application of the Plan by the
Committee shall be final, conclusive and binding.
The Committee shall appoint an officer or other employee
of the Company to serve as Plan Administrator. The Plan
Administrator shall be responsible for the general administration
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of the Plan and such other matters as the Committee deems
necessary for the efficient and proper administration of the Plan.
4. Participation in Plan. An eligible employee may commence
or recommence (subject to limitations set forth below),
participation in the Plan effective on any March 1, June 1,
September 1, or December 1 ("Enrollment Dates") by completing and
delivering to the designated individuals in the Company's
personnel department, a form prescribed by the Committee (the
"Authorization Form"). The employee must deliver the
Authorization Form to the designated individuals in the Company's
personnel department at least 10 days before the desired
Enrollment Date. The Authorization Form shall authorize payroll
deductions from the employee's compensation. For purposes of the
Plan, "Compensation" means all compensation and commissions
(estimated as deemed necessary by the Committee) before any
deductions or withholding and including overtime and bonuses, but
exclusive of all amounts paid as reimbursements of expenses
including those paid as part of commissions. Eligible employees
who participate in the Plan are referred to herein as
Participating Employees.
5. Payroll Deductions, Limitations, and Employee Accounts.
A payroll deduction shall be made as a percentage of Compensation
payable to each Participating Employee for each payroll period as
specified in the Employee's Authorization Form. Payroll
deductions for each payroll period shall not be less than 2% nor
more than 10% of Compensation for such payroll period. Payroll
deduction specifications may be made in 1/2% increments.
All payroll deductions shall be credited to an account that a
custodian appointed by the Committee (the "Custodian") shall
establish in the name of each Participating Employee (the "Payroll
Deduction Account").
The maximum amount that may be deducted for each
Participating Employee in any one calendar year is $7,500. When a
Participating Employee's aggregate payroll deductions for the
calendar year total $7,500, the Participating Employee's purchase
of Common Stock and payroll deductions shall be suspended for the
remainder of the calendar year. However, the Participating
Employee shall continue to be a participant under the Plan unless
he terminates his participation, and his purchase of Common Stock
and payroll deductions will be resumed for the first payroll
period of the next calendar year.
6. Changes in Payroll Deductions. A Participating Employee
may change the percentage of his payroll deductions, subject to
the minimums and maximum set forth above, effective on any March
1, June 1, September 1 or December 1, by delivering to the
personnel department a new Authorization Form at least 10 days
before the effective date of change.
2
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7. Purchase Price. The purchase price ("Purchase Price")
for each share of Common Stock, including shares purchased by
dividend reinvestment, shall be the fair market value of such
share on the Purchase Date, less a discount not to exceed 15%.
Such discount is to be determined from time to time by the Board
of Directors.
8. Method of Purchase and Purchase Accounts. The last
business day of each month shall be a Purchase Date. On each
Purchase Date, the funds in each Participating Employee's Payroll
Deduction Account shall be applied to the purchase from the
Company of the number of whole shares and fractional interests in
shares of Common Stock as such funds can purchase at the Purchase
Price on that Purchase Date, unless the Company notifies the
Custodian before the Purchase Date that a portion of the shares
required shall be obtained on the open market. In the latter
event, the Custodian shall apply such portion as the Company shall
direct of the funds in the Payroll Deduction Accounts to the
purchase of whole shares of Common Stock on the open market and
shall deliver the remaining funds, if any, to the Company. At the
same time, the Company shall issue to the Custodian for the
benefit of the Participating Employees a sufficient number of
shares of Common Stock so that the total number of whole shares
and fractional interests in shares acquired by the Participating
Employees as of such Purchase Date shall be the same as would have
been acquired if all such shares had been acquired from the
Company. The Company shall reimburse the Custodian for any
expenses incurred by it in effecting the open market purchases.
The shares and fractional interests in shares of Common Stock
acquired under the Plan (rounded to the nearest ten thousandth)
shall be credited to a Purchase Account maintained by the
Custodian for each Participating Employee.
Dividends paid with respect to the Common Stock held in the
Purchase Accounts shall be automatically reinvested in Common
Stock under the Plan. The reinvestment shall be effected through
the crediting of such dividends to the Participating Employees'
Payroll Deduction Accounts on the date such dividends are received
by the Custodian. All funds in the Payroll Deduction Account
(from payroll deductions and dividends) shall be applied to the
purchase of shares of Common Stock on the next Purchase Date.
9. Rights as a Stockholder. Participating Employees shall
have all the rights of stockholders with respect to shares of
Common Stock acquired under the Plan, including the right to vote
such shares and receive annual reports, proxy statements and other
documents sent to stockholders generally. By written notification
delivered to the Custodian on or before an Enrollment Date, a
Participating Employee shall have the right, as of such Enrollment
Date:
3
<PAGE>
(a) to obtain a certificate for the whole shares of Common
Stock credited to his Purchase Account; or
(b) to direct that any whole shares in his Purchase Account
be sold, and that the proceeds, less selling expenses, be remitted
to him.
10. Rights Not Transferable. Rights under the Plan are not
transferable by a Participating Employee.
11. Certain Adjustments in the Case of Stock Dividends or
Splits. The Committee shall make appropriate adjustments in the
number of shares of Common Stock which may be purchased under the
Plan if there are changes in the Common Stock by reason of stock
dividends, stock splits, reverse stock splits, recapitalization,
merger or consolidation.
12. Termination of Participation in Plan. A Participating
Employee may at any time and for any reason terminate his
participation in the Plan by written notification of his
withdrawal delivered to the designated individuals in the
Company's personnel department. An employee's participation in
the Plan shall also terminate upon his ceasing to be employed by
the Company, whether by reason of death or otherwise, or upon
ceasing to be a regular employee, or upon his becoming subject to
Section 16 of the Securities Exchange Act of 1934, or upon his
being appointed an officer of the Company. With respect to each
terminated participant, (i) payroll deductions shall cease as of
the first day of the next payroll period after delivery of
notification of withdrawal, termination of employment, ceasing to
be a regular employee, becoming subject to Section 16 of the
Securities Exchange Act of 1934, or being appointed an officer of
the Company, whichever is applicable, and (ii) no purchases shall
be made after the Purchase Date for the Calendar month in which
the last payroll deduction is made. A terminated participant
shall elect:
(a) to obtain a certificate for the whole shares of Common
Stock credited to his Purchase Account; or
(b) to direct that the Custodian sell the whole shares of
Common Stock credited to his Purchase Account, and that the
proceeds, less selling expenses, be remitted to him.
In either event, the terminated participant shall receive a
cash payment for any fractional interests in a share of Common
Stock credited to his Purchase Account. Such cash payment shall
be based on the market value of the Common Stock on the next date
whole sharers are sold for Plan participants after the terminated
participant elects whether to obtain a certificate of or to direct
the sale of his whole shares. If the terminated participant fails
to make an election within 60 days following termination or
4
<PAGE>
otherwise becoming ineligible, he shall be deemed to have elected
to obtain certificates for his whole shares. In the event a
Participating Employee's participation is terminated by death,
delivery of any certificate and monies under this paragraph shall
be made to the employee's beneficiary as designated on a form
prescribed by the Committee. Any beneficiary so designated is
bound by the terms of the Plan. If no beneficiary has been
designated, such delivery shall be made to the legal
representative of the deceased employee's estate.
An employee who has withdrawn from the Plan or whose
participation in the Plan has terminated may not recommence
participation in the Plan during the 12-month period next
following the effective date of such withdrawal or termination.
13. Amendment of the Plan. The Board of Directors may, at
any time, or from time to time, amend the Plan in any respect.
14. Termination of the Plan. The Plan and all rights of
employees hereunder shall terminate:
(a) on the Purchase Date that Participating Employees become
entitled to purchase a number of shares of Common Stock greater
than the number of shares remaining unpurchased out of the total
number of shares which may be purchased under the Plan; or
(b) at any earlier date at the discretion of the Board of
Directors. In the event that the Plan terminates under
circumstances described in (a) above, the Common Stock remaining
unpurchased as of the termination date shall be allocated to
Participating Employees for purchase on a pro rata basis.
15. Effective Date of Plan. The Plan shall become effective
on March 1, 1985 or as soon thereafter as (a) a Registration
Statement under the Securities Act of 1933, as amended, covering
the shares to be issued under the Plan has become effective, and
(b) the shares issuable pursuant to the Plan have been listed,
upon official notice of issuance, on the New York Stock Exchange.
16. Government and Other Regulations. The Plan, and the
rights to purchase Common Stock hereunder, and the Company's
obligation to sell and deliver Common Stock upon the exercise of
rights to purchase Common Stock, shall be subject to all
applicable federal, state and foreign laws, rules and regulations,
and to such approvals by any regulatory or government agency as
may, in the opinion of counsel for the Company, be required.
17. Indemnification of Committee. Service on the Committee
shall constitute service as a director of the Company so that
members of the Committee shall be entitled to indemnification and
reimbursement as directors of the Company pursuant to its Articles
of Incorporation and By-Laws.
5
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EXHIBIT 5
April 19, 1994
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
Gentlemen:
You propose to file as soon as possible with the Securities
and Exchange Commission a registration statement on Form S-8 (the
"Registration Statement") relating to the 1984 Circuit City
Stores, Inc. Employee Stock Purchase Plan, as amended and restated
February 15, 1994 (the "Plan"). The Registration Statement covers
1,000,000 shares of Common Stock which have been reserved for
issuance under the 1984 Plan and 1,000,000 Rights to Purchase
Preferred Stock, Series E, $20.00 par value, of the Company (the
"Rights"), attached in equal number to the shares of Common Stock
which may be issued under the Plan.
We are of the opinion that the 1,000,000 shares of Common
Stock which are authorized for issuance under the Plan when issued
or sold in accordance with the terms and provisions of the Plan
will be duly authorized, legally issued, fully paid and
nonassessable.
We are also of the opinion that the 1,000,000 Rights
attached in equal number to the shares referred to above, when
issued in accordance with the terms and provisions of the Rights
Agreement dated as of April 29, 1988 between Circuit City Stores,
Inc. and Mellon Securities Trust Company, as successor to Crestar
Bank, will be duly authorized, legally issued, fully paid and
nonassessable. Our opinion with respect to the Rights is subject
to all the assumptions and qualifications with respect to such
matters set forth in our opinion, dated June 16, 1988, to the
Board of Directors of the Company. We hereby reaffirm our opinion
of June 16, 1988, a copy of which is attached to this opinion. In
our opinion regarding the Rights, we discussed whether certain
provisions of Section 13.1-638 of the Virginia Code might prohibit
the restrictions on transfer imposed under the agreement governing
the Rights. The Virginia Code was amended in 1990 to provide
that, notwithstanding such provisions of Section 13.1-638, the
<PAGE>
Circuit City Stores, Inc.
April 19, 1994
Page 2
terms of rights issued by a corporation may include restrictions
on transfer by designated persons or classes of persons.
We consent to the use of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe
<PAGE>
June 16, 1988
Board of Directors
Circuit City Stores, Inc.
2040 Thalbro Street
Richmond, Virginia 23230
Gentlemen:
This will confirm our opinion, given orally to the Board of
Directors of Circuit City Stores, Inc., a Virginia corporation
(the "Company"), with respect to the Board's adoption of a
Shareholder Rights Plan (the "Plan") on the terms set forth in the
Rights Agreement (the "Rights Agreement") which was submitted to
the Board prior to adoption. Under the Plan, the Board of
Directors has authorized the issuance by the Company of rights
(the "Rights") to purchase 1/100th of a share of the Company's
Cumulative Participating Preferred Stock, Series E, par value
$20.00 per share ("Series E Preferred Stock"), as a dividend
distribution to holders of the Common Stock, par value $1.00 per
share (the "Common Stock"), of the Company.
In connection with this opinion, we have reviewed the Articles
of Restatement and Bylaws of the Company as amended; the Rights
Agreement; the resolutions adopted by the Board of Directors on
April 29, 1988, providing among other things for the distribution
of the Rights and approving the Rights Agreement; the Company's
letter to shareholders concerning the Rights distribution; and
such other matters as we consider necessary. We have examined
those Virginia statutes and judicial decisions as we have deemed
relevant. Although we have also examined certain statutes and
judicial decisions from other jurisdictions, we express no opinion
herein concerning the laws of any state other than Virginia.
Summary of the Plan
Each Right issued under the Plan will entitle the holder to
purchase 1/100th of a share of Series E Preferred Stock for
$140.00, subject to certain anti-dilution adjustments. However,
the Rights are not exercisable (and cannot be transferred
separately from the Common Stock) until the close of business on
the tenth day after the first date of public announcement that a
person or group has acquired beneficial ownership of 20% or more
of the Common Stock (an "Acquiring Person") or after the close of
business on the tenth business day after the date a person or
group commences or first publicly announces its intention to
<PAGE>
Board of Directors
Circuit City Stores, Inc.
June 16, 1988
Page 2
commence a tender or exchange offer the consummation of which
would result in beneficial ownership by such person or group of
30% or more of the Common Stock. In the event that any other
entity should merge or otherwise combine with the Company or enter
into certain specified transactions with it, each Right would then
entitle the holder to purchase that number of shares of common
stock of such other entity or, in the case of certain transactions
where the other entity is an Acquiring Person, that number of
shares of Common Stock, which at the time of the transaction would
have a market value of two times the then exercise price of the
Right. The Board of Directors of the Company may redeem all of
the Rights at a price of $.01 per Right at any time until ten days
after any person or group acquires beneficial ownership of 20% or
more of the Common Stock.
Reasons for the Plan
We understand that the Board of Directors believes that the
current market price of the Common Stock does not reflect the
long-term potential of the Company. Given the present popularity
and ease of consummating an unsolicited takeover of a major
corporation, the Board believes that adoption of the Plan will
make the Company less vulnerable to abusive and unfair takeover
tactics by giving the Board the time and flexibility to ensure
that all shareholders are protected in their right to retain their
investment, or to secure full value for it, while not precluding a
fair acquisition of the Company. Although we understand that the
Company has no knowledge that any person or group is presently
engaged in such tactics with respect to the Company, the Board is
concerned that present law and existing provisions of the
Company's Articles of Restatement and Bylaws do not provide
adequate protection against such tactics.
We understand that the Board's principal purpose in adopting
the Plan is to encourage any potential acquiror to negotiate in
advance with the Company, thereby enabling the Board to act in the
best interests of all the shareholders. The Board has
acknowledged that the Plan is not intended to deter or prevent an
offer which would be in the best interests of all shareholders or
to affect adversely any person or group's ability to obtain
representation on or control of the Company's Board of Directors
through proxy contests.
Matters Considered by the Board
The Board of Directors considered proposals similar to the Plan
at meetings held on February 16, 1988 and April 19, 1988. On
April 22, 1988 a Special Committee of the Board of Directors met
to review a subsequent proposal and to discuss various issues in
connection with the Plan. On April 29, 1988 the entire Board of
Directors met to consider and vote on the recommendations of the
Special Committee. The directors were assisted in their
<PAGE>
Board of Directors
Circuit City Stores, Inc.
June 16, 1988
Page 3
deliberations not only by officers of the Company but also by
independent financial advisors and legal counsel. Factors
discussed during these meetings included (i) the takeover
environment generally and as it relates to retailers of consumer
electronics and appliances; (ii) the vulnerability of the Company
to a takeover generally and to particular takeover tactics, in
light of present law and existing provisions of the Company's
Articles of Restatement and Bylaws; (iii) the financial and other
characteristics of the Company which could make the Company an
attractive target; (iv) the provisions, purposes and potential
effects of the Plan; (v) whether the Plan is reasonably related to
and effective in accomplishing its intended purposes; (vi) the
effect of the Plan, if any, on potential offers for all of the
Common Stock; (vii) the redemption features of the Plan, including
the possibility that the Rights might become non-redeemable and
the consequences thereof in obtaining a fair price for all
shareholders in a subsequent negotiated transaction; (viii) the
potential effect of the Plan on the market price of the Common
Stock and on the ability of the Company to secure financing to
meet future needs; and (ix) whether the exercise price under the
Rights is reasonably related to the value of the Company.
The Board also considered that Virginia has recently adopted a
new statute barring for a three year period certain significant
transactions between a corporation and any person who, without the
prior approval of the Board, becomes a holder of more than 10% of
its voting shares (an "Interested Shareholder") unless the
transaction has been approved by a majority of the independent
directors and by the affirmative vote of the holders of two-thirds
of the voting shares other than the shares beneficially owned by
the Interested Shareholder. After the three year period ends,
these transactions with the Interested Shareholders are prohibited
unless they are approved by the independent directors or two-
thirds of the other shareholders or all shareholders are paid a
"fair price" for their shares. In general, the statute bases
"fair price" on prices paid by the Interested Shareholder in
acquiring his position. We understand that the Board believes the
Plan supplements the protection provided by the statute by helping
to ensure that shareholders realize the full long-term potential
value for their Common Stock.
It is our understanding that the Board has concluded that the
Rights (i) serve a legitimate corporate purpose and are reasonably
related to accomplishing that purpose, (ii) have an exercise price
which is reasonably related to the value of the Company, (iii) are
in the best interests of the Company and its shareholders, and
(iv) have not been proposed for the purpose of perpetuating the
directors' or management's control over the Company.
Legal Authorization of the Rights
<PAGE>
Board of Directors
Circuit City Stores, Inc.
June 16, 1988
Page 4
The Virginia Stock Corporation Act authorizes the board of
directors of a corporation to issue rights, options and warrants
for the purchase of shares of the corporation on such terms as it
may approve, except in limited circumstances not applicable here.
Section 13.1-646 of the Virginia Code provides that:
A corporation may create or issue rights, options or
warrants for the purchase of shares of the corporation upon
such terms and conditions and for such consideration, if
any, and such persons as may be approved by the board of
directors. If such rights, options or warrants are to be
issued to directors, officers or employees as such of the
corporation or any subsidiary thereof, and not to the
shareholders generally, their issuance shall be authorized
by the shareholders of the corporation who are entitled to
vote generally in the election of directors, or shall be
authorized by and consistent with a plan approved or
ratified by such shareholders, unless the articles of
incorporation provide that shareholder approval is not
required. (emphasis supplied)
The terms of Section 13.1-646 are broad, and we have not found
any legislative history or judicial decision indicating that the
language of the statute should be narrowly construed so as to
deprive boards of directors of the authority to issue rights
similar to those contemplated under the Plan. We note that
similarly broadly-worded provisions of the Delaware General
Corporation Law have been held by the Delaware Supreme Court to
authorize a Board of Directors to issue rights with features
similar to those of the Plan. Moran v. Household International,
Inc., 500 A.2d 1346 (Del. 1985) ("Household"); Revlon, Inc. v.
MacAndrew & Forbes Holdings, Inc. 506 A.2d 173 (Del. 1986)
("Revlon").
Based on the language of the Virginia statues, the Household
and Revlon cases and the absence of contrary Virginia precedent,
we believe that a Virginia court should hold that the Plan and the
issuance of the Rights are authorized by Section 13.1-646.
Restriction on Transfer to an Acquiring Person
The Plan provides that Rights cannot be transferred to any
person who is or, as a result of the transfer of Common Stock
related to the Rights, becomes, directly or indirectly, an
Acquiring Person or an associate or affiliate of an Acquiring
Person. Any such purported transfer shall be without effect and
the holder of such Right prior to the purported transfer shall
continue to have all rights with respect to such Right, whether
under any provision of the Rights Agreement or otherwise.
However, any transfer of Rights to such person before he becomes
such an Acquiring Person (or an associate or affiliate) would be
valid.
<PAGE>
Board of Directors
Circuit City Stores, Inc.
June 16, 1988
Page 5
Section 13.1-649 of the Virginia code permits, among other
things, a restriction on transfer to any person or class of
persons, if the restriction is not "manifestly unreasonable."
Since the purpose of the Rights is to make the Company less
vulnerable to abusive and unfair takeover tactics by giving the
Board the time and flexibility to ensure that all shareholders are
protected in their right to retain their investment, or to secure
full value for it, while not precluding a fair acquisition of the
Company, we believe that a court applying Virginia law should hold
that (i) the restrictions on transfer set forth in the Plan are
for a reasonable purpose and (ii) not permitting Rights to be
transferred to an Acquiring Person and its affiliates and
associates is not manifestly unreasonable. Without these
restrictions on transfer, certain types of unfair or coercive
transactions could be pursued by a potential acquiror without
regard to the Rights, thereby undermining the function of the
Rights in encouraging a potential acquiror to negotiate with the
Board and to pay fair value to the Company's shareholders.
Someone seeking to attack the Plan might argue that the
provisions of Section 13.1-638 of the Virginia Code (which
provides that all shares of a class must have preferences,
limitations and relative rights identical to those of other
shares) prohibit the discriminatory effect of the restrictions on
transfer imposed under the Plan.
Courts in some jurisdictions have held that rights plans
violate statutes similar to Section 13.1-638 because of provisions
which, in certain circumstances, invalidate rights held by the
potential acquiror. These courts have held that the statutory
provisions in question prohibit discrimination among shareholders.
See, e.g., Amalgamated Sugar Co. v. NL Industries, inc., 644 F.
Supp. 1229 (S.D.N.Y. 1986), R. D. Smith & Co., Inc. v. Preway,
Inc., 644 F. Supp. 868 (W.D. Wis. 1986). On the other hand,
courts in other jurisdictions dealing with similar plans and
statutory provisions, have held that the prohibition against
discrimination only extends to the shares and does not prohibit
discrimination among shareholders. Using this reasoning, these
courts upheld the provisions in the plans which restricted the
exercisability of the rights by certain holders. See, e.g.,
Dynamics Corp. of America v. CTS Corp., 805 F. 2d 705 (7th Cir.
1986), Gelco Corp. v. Coniston Partners, 652 F. Supp. 829 (D.
Minn. 1986), aff'd in part and vacated in part, 811 F.2d 414 (8th
Cir. 1987).
Whether or not Section 13.1-638 would prohibit attempts to
invalidate rights already held by a person because of
discrimination among existing security holders, we believe that a
court applying Virginia law should hold that any such principles
would be inapplicable to the transfer restrictions contained in
the Plan. These transfer restrictions may prevent a person from
<PAGE>
Board of Directors
Circuit City Stores, Inc.
June 16, 1988
Page 6
acquiring more Rights but do not affect his ability to exercise
Rights previously acquired.
Standard of Conduct of the Board of Directors
Directors of a corporation stand in a fiduciary relationship to
their corporation, and therefore impliedly to their shareholders,
and have a duty to exercise due care in making decisions. To
fulfill their obligations, directors must have access to and
consider reasonably available information relevant to their
decisions. Directors are generally protected against liability
for actions taken in exercise of their duties as directors by the
business judgment rule. This rule accords a presumption of
validity to directors' actions unless it is shown that the
directors acted in bad faith, fraudulently or in their own self
interest. Courts applying Virginia law have recognized the
business judgment rule. Penn v. Pemberton & Penn, 189 Va. 649, 53
S.E. 2d 823 (1949); Abella v. Universal Leaf Tobacco Co., Inc.,
495 F. Supp. 713 (E.D. Va. 1980), reconsidered at 546 F. Supp. 795
(E.D. Va. 1980).
In the 1986 revision of the Virginia Stock Corporation Act, the
General Assembly adopted a statutory standard of conduct for
directors. If a director performs his duties in accordance with
this standard of conduct, he is not liable for any action taken as
a director. Thus, the General Assembly has codified the business
judgment rule for directors of Virginia corporations. To date
there have been no judicial interpretations of the new statute.
Section 13.1-690 of the Virginia Code sets forth the general
standard of conduct for directors and provides as follows:
A. A director shall discharge his duties as a
director, including his duties as a member of a
committee, in accordance with his good faith
business judgment of the best interests of the
corporation.
B. Unless he has knowledge or information
concerning the matter in question that makes
reliance unwarranted, a director is entitled to rely
on information, opinions, reports or statements,
including financial statements and other financial
data, if prepared or presented by:
1. One or more officers or employees of the
corporation whom the director believes, in good
faith, to be reliable and competent in the
matters presented;
<PAGE>
Board of Directors
Circuit City Stores, Inc.
June 16, 1988
Page 7
2. Legal counsel, public accountants, or
other persons as to matters the director
believes, in good faith, are within the
person's professional or expert competence;
or
3. A committee of the board of directors
of which he is not a member if the director
believes, in good faith, that the committee
merits confidence.
C. A director is not liable for any action taken
as a director, or any failure to take any action, if
he performed the duties of his office in compliance
with this section.
D. A person alleging a violation of this section
has the burden of proving the violation. (emphasis
supplied)
Commentary from the drafters of this section reflects an
intention to simplify the standard of conduct and to avoid
measuring the conduct against a reasonable man standard. Instead
courts should look to the director's good faith decision of what
is in the best interests of the corporation. The drafters
believed that under this standard, a director could be more
certain that he is acting properly than under previous judicial
decisions.
While there have been no Virginia cases applying Section 13.1-
690 of the Virginia Code or the business judgment rule to actions
of boards of directors in issuing rights similar to those
contemplated by the Plan, several recent cases from other
jurisdictions have examined director conduct in just such a
context. The most notable of these cases is the Household case,
in which the Delaware Supreme Court held that the business
judgment rule as construed in that state applies to the adoption
of a shareholder rights plan. The Household court also recognized
the propriety of adopting such a plan in preparation for the
possibility of an unfriendly takeover attempt:
. . . pre-planning for the contingency of a hostile
takeover might reduce the risk that, under the
pressure of a takeover bid, management will fail to
exercise reasonable judgment. Therefore, in
reviewing a pre-planned defensive mechanism it seems
even more appropriate to apply the business judgment
rule.
Moran v. Household International, Inc., supra, 500
A.2d at 1350 (1985) (emphasis supplied).
<PAGE>
Board of Directors
Circuit City Stores, Inc.
June 16, 1988
Page 8
More recently, the Delaware Supreme Court in the Revlon case
has determined that the adoption of a rights plan similar to the
Plan was within the power of the board of directors and was valid
under the circumstances existing at the time of its adoption. In
an Illinois federal case applying Indiana law (which was assumed
to follow Delaware law), the court dismissed arguments relating to
the power of a board of directors to adopt the rights plan under
review, although it issued a preliminary injunction against the
plan on the grounds that under the circumstances the particular
plan was unreasonable in relationship to the particular threat to
the corporation. Dynamics Corp. of America v. CTS Corp., 637 F.
Supp. 406 (N.D. Ill. 1986), aff'd, 794 F. 2d 250 (7th Cir. 1986).
The basic principles of the business judgment rule and of
Section 13.1-690 of the Virginia Code are, we believe, quite
similar under Virginia and Delaware law. Accordingly, we believe
that the analysis and conclusions of the Delaware Supreme Court on
such issues arising under Delaware law would be favorably
considered by a Virginia court in considering whether the adoption
of the Plan was a proper exercise of business judgment under
Section 13.1-690.
Given the broad authorization contained in Section 13.1-646
with respect to the power of boards of directors to create and
issue rights on such terms as it determines and the provisions of
Section 13.1-690 which protect directors from liability for
actions taken in exercise of their good faith business judgment of
the best interests of the corporation, we believe a Virginia court
should apply the Household and Revlon decisions and their
reasoning to the decision of the Board of Directors to adopt the
Plan and to issue the Rights.
Opinion
Based upon the foregoing, we are of the opinion that a court
applying Virginia law should hold that:
1. The adoption of the Plan and declaration of the Rights
dividend distribution was a matter properly within the business
judgment of the Board of Directors of the Company.
2. All corporate action required under the laws of Virginia
has been taken (i) for the authorization of issuance of the Rights
in accordance with the terms of the Rights Agreement, (ii) for the
authorization of issuance of the Series E Preferred Stock in
accordance with the Articles of Restatement of the Company, and
(iii) for the Rights, when issued, to be validly issued.
This opinion is limited to the adoption of the Plan by the
Board of Directors. Any further action or inaction by the Board
of Directors with respect to the Plan, including a decision
relating to the redemption of the Rights, will be judged in light
<PAGE>
Board of Directors
Circuit City Stores, Inc.
June 16, 1988
Page 9
of all the relevant facts and circumstances applicable at the
time. This opinion is furnished solely for your benefit and may
not be relied on by any other person.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe
<PAGE>
EXHIBIT 24
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Circuit City Stores, Inc.:
We consent to incorporation by reference in this Registration
Statement on Form S-8 of Circuit City Stores, Inc. of our report
dated April 5, 1993, relating to the consolidated balance sheets
of Circuit City Stores, Inc. and subsidiaries as of February 28,
1993 and February 29, 1992 and the related consolidated statements
of earnings, stockholders' equity, and cash flows for each of the
fiscal years in the three-year period ended February 28, 1993, which
report is incorporated by reference in the February 28, 1993
annual report on Form 10-K of Circuit City Stores, Inc. We also
consent to the incorporation by reference in this Registration
Statement of our report dated April 5, 1993, relating to the
financial statement schedules of Circuit City Stores, Inc. which
report is included in such annual report on Form 10-K.
/s/ KPMG PEAT MARWICK
Richmond, Virginia
April 19, 1994
<PAGE>
EXHIBIT 25(i)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L.
Sharp and Michael T. Chalifoux, each acting singly, his attorney-
in-fact, with full power to act without the other, to execute on
his behalf, individually and in his capacity as an officer and/or
director of Circuit City Stores, Inc. (the "Company"), and to file
any documents referred to below relating to the registration of an
additional 1,000,000 shares of Common Stock of the Company and an
equal number of rights to purchase preferred shares, Series E, to
be sold by the Company pursuant to the 1984 Circuit City Stores,
Inc. Employee Stock Purchase Plan, as Amended and Restated April
19, 1988 (the "Stock Purchase Plan") and the updating of
Registration Statements Nos. 2-94975, 33-21439, 33-36650 and
33-39039 which cover shares previously registered for issuance
pursuant to the Stock Purchase Plan; such documents being:
Registration Statements on Form S-8 to be filed with the
Securities and Exchange Commission; such statements with, and or
applications to, the regulatory authorities of any state in the
United States as may be necessary to permit such shares to be
offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any
and all amendments (post-effective and pre-effective) to any of
the foregoing, with all exhibits and documents required to be
filed in connection therewith. The undersigned further grants
unto said attorneys and each of them full power and authority to
perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 25 day of March, 1994.
/s/ Alan L. Wurtzel
(Signature)
Alan L. Wurtzel
(Print or type name)
<PAGE>
EXHIBIT 25(ii)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L.
Sharp and Michael T. Chalifoux, each acting singly, his attorney-
in-fact, with full power to act without the other, to execute on
his behalf, individually and in his capacity as an officer and/or
director of Circuit City Stores, Inc. (the "Company"), and to file
any documents referred to below relating to the registration of an
additional 1,000,000 shares of Common Stock of the Company and an
equal number of rights to purchase preferred shares, Series E, to
be sold by the Company pursuant to the 1984 Circuit City Stores,
Inc. Employee Stock Purchase Plan, as Amended and Restated April
19, 1988 (the "Stock Purchase Plan") and the updating of
Registration Statements Nos. 2-94975, 33-21439, 33-36650 and
33-39039 which cover shares previously registered for issuance
pursuant to the Stock Purchase Plan; such documents being:
Registration Statements on Form S-8 to be filed with the
Securities and Exchange Commission; such statements with, and or
applications to, the regulatory authorities of any state in the
United States as may be necessary to permit such shares to be
offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any
and all amendments (post-effective and pre-effective) to any of
the foregoing, with all exhibits and documents required to be
filed in connection therewith. The undersigned further grants
unto said attorneys and each of them full power and authority to
perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 25th day of March, 1994.
/s/ Richard L. Sharp
(Signature)
Richard L. Sharp
(Print or type name)
<PAGE>
EXHIBIT 25(iii)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L.
Sharp and Michael T. Chalifoux, each acting singly, his attorney-
in-fact, with full power to act without the other, to execute on
his behalf, individually and in his capacity as an officer and/or
director of Circuit City Stores, Inc. (the "Company"), and to file
any documents referred to below relating to the registration of an
additional 1,000,000 shares of Common Stock of the Company and an
equal number of rights to purchase preferred shares, Series E, to
be sold by the Company pursuant to the 1984 Circuit City Stores,
Inc. Employee Stock Purchase Plan, as Amended and Restated April
19, 1988 (the "Stock Purchase Plan") and the updating of
Registration Statements Nos. 2-94975, 33-21439, 33-36650 and
33-39039 which cover shares previously registered for issuance
pursuant to the Stock Purchase Plan; such documents being:
Registration Statements on Form S-8 to be filed with the
Securities and Exchange Commission; such statements with, and or
applications to, the regulatory authorities of any state in the
United States as may be necessary to permit such shares to be
offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any
and all amendments (post-effective and pre-effective) to any of
the foregoing, with all exhibits and documents required to be
filed in connection therewith. The undersigned further grants
unto said attorneys and each of them full power and authority to
perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 25th day of March, 1994.
/s/ Michael T. Chalifoux
(Signature)
Michael T. Chalifoux
(Print or type name)
<PAGE>
EXHIBIT 25(iv)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L.
Sharp and Michael T. Chalifoux, each acting singly, his attorney-
in-fact, with full power to act without the other, to execute on
his behalf, individually and in his capacity as an officer and/or
director of Circuit City Stores, Inc. (the "Company"), and to file
any documents referred to below relating to the registration of an
additional 1,000,000 shares of Common Stock of the Company and an
equal number of rights to purchase preferred shares, Series E, to
be sold by the Company pursuant to the 1984 Circuit City Stores,
Inc. Employee Stock Purchase Plan, as Amended and Restated April
19, 1988 (the "Stock Purchase Plan") and the updating of
Registration Statements Nos. 2-94975, 33-21439, 33-36650 and
33-39039 which cover shares previously registered for issuance
pursuant to the Stock Purchase Plan; such documents being:
Registration Statements on Form S-8 to be filed with the
Securities and Exchange Commission; such statements with, and or
applications to, the regulatory authorities of any state in the
United States as may be necessary to permit such shares to be
offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any
and all amendments (post-effective and pre-effective) to any of
the foregoing, with all exhibits and documents required to be
filed in connection therewith. The undersigned further grants
unto said attorneys and each of them full power and authority to
perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 25th day of March, 1994.
/s/ Richard N. Cooper
(Signature)
Richard N. Cooper
(Print or type name)
<PAGE>
EXHIBIT 25(v)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L.
Sharp and Michael T. Chalifoux, each acting singly, his attorney-
in-fact, with full power to act without the other, to execute on
his behalf, individually and in his capacity as an officer and/or
director of Circuit City Stores, Inc. (the "Company"), and to file
any documents referred to below relating to the registration of an
additional 1,000,000 shares of Common Stock of the Company and an
equal number of rights to purchase preferred shares, Series E, to
be sold by the Company pursuant to the 1984 Circuit City Stores,
Inc. Employee Stock Purchase Plan, as Amended and Restated April
19, 1988 (the "Stock Purchase Plan") and the updating of
Registration Statements Nos. 2-94975, 33-21439, 33-36650 and
33-39039 which cover shares previously registered for issuance
pursuant to the Stock Purchase Plan; such documents being:
Registration Statements on Form S-8 to be filed with the
Securities and Exchange Commission; such statements with, and or
applications to, the regulatory authorities of any state in the
United States as may be necessary to permit such shares to be
offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any
and all amendments (post-effective and pre-effective) to any of
the foregoing, with all exhibits and documents required to be
filed in connection therewith. The undersigned further grants
unto said attorneys and each of them full power and authority to
perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 18 day of March, 1994.
/s/ Douglas D. Drysdale
(Signature)
Douglas D. Drysdale
(Print or type name)
<PAGE>
EXHIBIT 25(vi)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L.
Sharp and Michael T. Chalifoux, each acting singly, his attorney-
in-fact, with full power to act without the other, to execute on
his behalf, individually and in his capacity as an officer and/or
director of Circuit City Stores, Inc. (the "Company"), and to file
any documents referred to below relating to the registration of an
additional 1,000,000 shares of Common Stock of the Company and an
equal number of rights to purchase preferred shares, Series E, to
be sold by the Company pursuant to the 1984 Circuit City Stores,
Inc. Employee Stock Purchase Plan, as Amended and Restated April
19, 1988 (the "Stock Purchase Plan") and the updating of
Registration Statements Nos. 2-94975, 33-21439, 33-36650 and
33-39039 which cover shares previously registered for issuance
pursuant to the Stock Purchase Plan; such documents being:
Registration Statements on Form S-8 to be filed with the
Securities and Exchange Commission; such statements with, and or
applications to, the regulatory authorities of any state in the
United States as may be necessary to permit such shares to be
offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any
and all amendments (post-effective and pre-effective) to any of
the foregoing, with all exhibits and documents required to be
filed in connection therewith. The undersigned further grants
unto said attorneys and each of them full power and authority to
perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 21 day of March, 1994.
/s/ Barbara S. Feigin
(Signature)
Barbara S. Feigin
(Print or type name)
<PAGE>
EXHIBIT 25(vii)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L.
Sharp and Michael T. Chalifoux, each acting singly, his attorney-
in-fact, with full power to act without the other, to execute on
his behalf, individually and in his capacity as an officer and/or
director of Circuit City Stores, Inc. (the "Company"), and to file
any documents referred to below relating to the registration of an
additional 1,000,000 shares of Common Stock of the Company and an
equal number of rights to purchase preferred shares, Series E, to
be sold by the Company pursuant to the 1984 Circuit City Stores,
Inc. Employee Stock Purchase Plan, as Amended and Restated April
19, 1988 (the "Stock Purchase Plan") and the updating of
Registration Statements Nos. 2-94975, 33-21439, 33-36650 and
33-39039 which cover shares previously registered for issuance
pursuant to the Stock Purchase Plan; such documents being:
Registration Statements on Form S-8 to be filed with the
Securities and Exchange Commission; such statements with, and or
applications to, the regulatory authorities of any state in the
United States as may be necessary to permit such shares to be
offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any
and all amendments (post-effective and pre-effective) to any of
the foregoing, with all exhibits and documents required to be
filed in connection therewith. The undersigned further grants
unto said attorneys and each of them full power and authority to
perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 22 day of March, 1994.
/s/ Theodore D. Neirenberg
(Signature)
Theodore D. Nierenberg
(Print or type name)
<PAGE>
EXHIBIT 25(viii)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L.
Sharp and Michael T. Chalifoux, each acting singly, his attorney-
in-fact, with full power to act without the other, to execute on
his behalf, individually and in his capacity as an officer and/or
director of Circuit City Stores, Inc. (the "Company"), and to file
any documents referred to below relating to the registration of an
additional 1,000,000 shares of Common Stock of the Company and an
equal number of rights to purchase preferred shares, Series E, to
be sold by the Company pursuant to the 1984 Circuit City Stores,
Inc. Employee Stock Purchase Plan, as Amended and Restated April
19, 1988 (the "Stock Purchase Plan") and the updating of
Registration Statements Nos. 2-94975, 33-21439, 33-36650 and
33-39039 which cover shares previously registered for issuance
pursuant to the Stock Purchase Plan; such documents being:
Registration Statements on Form S-8 to be filed with the
Securities and Exchange Commission; such statements with, and or
applications to, the regulatory authorities of any state in the
United States as may be necessary to permit such shares to be
offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any
and all amendments (post-effective and pre-effective) to any of
the foregoing, with all exhibits and documents required to be
filed in connection therewith. The undersigned further grants
unto said attorneys and each of them full power and authority to
perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 23 day of March, 1994.
/s/ Norman Ricken
(Signature)
Norman Ricken
(Print or type name)
<PAGE>
EXHIBIT 25(ix)
THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE>
EXHIBIT 25(x)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L.
Sharp and Michael T. Chalifoux, each acting singly, his attorney-
in-fact, with full power to act without the other, to execute on
his behalf, individually and in his capacity as an officer and/or
director of Circuit City Stores, Inc. (the "Company"), and to file
any documents referred to below relating to the registration of an
additional 1,000,000 shares of Common Stock of the Company and an
equal number of rights to purchase preferred shares, Series E, to
be sold by the Company pursuant to the 1984 Circuit City Stores,
Inc. Employee Stock Purchase Plan, as Amended and Restated April
19, 1988 (the "Stock Purchase Plan") and the updating of
Registration Statements Nos. 2-94975, 33-21439, 33-36650 and
33-39039 which cover shares previously registered for issuance
pursuant to the Stock Purchase Plan; such documents being:
Registration Statements on Form S-8 to be filed with the
Securities and Exchange Commission; such statements with, and or
applications to, the regulatory authorities of any state in the
United States as may be necessary to permit such shares to be
offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any
and all amendments (post-effective and pre-effective) to any of
the foregoing, with all exhibits and documents required to be
filed in connection therewith. The undersigned further grants
unto said attorneys and each of them full power and authority to
perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 17 day of March, 1994.
/s/ Edward Villanueva
(Signature)
Edward Villanueva
(Print or type name)
<PAGE>
EXHIBIT 25(xi)
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Richard L.
Sharp and Michael T. Chalifoux, each acting singly, his attorney-
in-fact, with full power to act without the other, to execute on
his behalf, individually and in his capacity as an officer and/or
director of Circuit City Stores, Inc. (the "Company"), and to file
any documents referred to below relating to the registration of an
additional 1,000,000 shares of Common Stock of the Company and an
equal number of rights to purchase preferred shares, Series E, to
be sold by the Company pursuant to the 1984 Circuit City Stores,
Inc. Employee Stock Purchase Plan, as Amended and Restated April
19, 1988 (the "Stock Purchase Plan") and the updating of
Registration Statements Nos. 2-94975, 33-21439, 33-36650 and
33-39039 which cover shares previously registered for issuance
pursuant to the Stock Purchase Plan; such documents being:
Registration Statements on Form S-8 to be filed with the
Securities and Exchange Commission; such statements with, and or
applications to, the regulatory authorities of any state in the
United States as may be necessary to permit such shares to be
offered in such states; any and all other documents required to be
filed with respect thereto with any regulatory authority; and any
and all amendments (post-effective and pre-effective) to any of
the foregoing, with all exhibits and documents required to be
filed in connection therewith. The undersigned further grants
unto said attorneys and each of them full power and authority to
perform each and every act necessary to be done in order to
accomplish the foregoing as fully as he himself might do.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 17 day of March, 1994.
/s/ Keith D. Browning
(Signature)
Keith D. Browning
(Print or type name)
