FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HEILIG-MEYERS COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-0558861
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
3228 West Cary Street
Richmond, Virginia 23221
(Address of Principal (Zip Code)
Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to be
to be so registered registered
Common Stock, $2.00
Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
(Title of Class)
<PAGE>
Amendment No. 6
The text of Item 1 - "Description of Registrant's Securities to be
Registered", as amended, appears below and incorporates a change in
Registrant's Articles of Incorporation which was approved by its Board of
Directors at their meeting held February 10, 1994 and by its shareholders at
their meeting held June 15, 1994.
Item 1. Description of Registrant's Securities to be Registered.
The following description of the capital stock of Heilig-Meyers Company
(the "Company") does not purport to be complete and is subject in all
respects to applicable Virginia law, to the provisions of the Company's
Restated Articles of Incorporation, its Bylaws, and the Rights Agreement
dated February 17, 1988 between the Company and Crestar Bank, copies of which
have been filed with the Securities and Exchange Commission. The Company's
Restated Articles of Incorporation, as amended effective June 29, 1994,
authorize 250,000,000 shares of Common Stock, par value $2.00 per share (the
"Common Shares") and 3,000,000 shares of Preferred Stock, par value $10.00
per share (the "Preferred Shares").
Common Shares
Holders of Common Shares are entitled to such dividends as may be
declared by the Board of Directors out of funds legally available therefore
after payment of dividends on the Preferred Shares and are entitled to one
vote for each Common Share held by them with respect to all matters. No
sinking fund for the redemption of any capital stock of the Company has been
established.
On February 17, 1988 the Board of Directors of the Company declared a
dividend distribution of one preferred share purchase right (a "Right") for
each outstanding Common Share. The distribution was payable on February 29,
1988 to the shareholders of record at the close of business on that date.
The description and terms of the Rights are set forth in a Rights
Agreement dated as of February 17, 1988 between the Company and Crestar Bank
as Rights Agent (the "Rights Agent") (the "Rights Agreement"). Each Right
will entitle the registered holder to purchase from the Company one one-
hundredth of a share of a Cumulative Participating Preferred Stock, Series A,
par value $10.00 per share, of the Company (the "Series A Preferred Shares")
at a price of $75.00 per one one-hundredth of a share (the "Purchase Price"),
subject to adjustment. A Common Share and the Right issued or to be issued
in respect thereof will not be separately transferable until the earlier of
(i) the tenth day after a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding Common Shares (the date of such announcement being the "Share
Acquisition Date"); or (ii) the tenth business day after the date of the
commencement of or first public announcement of the intent of any Person
(other than the Company, any wholly-owned Subsidiary of the Company or any
employee benefit plan of the Company or of any Subsidiary of the Company or
any entity holding Common Shares for or pursuant to the terms of any such
plan) to commence a tender or exchange offer the consummation of which would
result in beneficial ownership by a Person of 30% or more of the outstanding
Common Shares (including any such date which is after the date of the
Agreement and prior to the issuance of the Rights; the earlier of such dates
being herein referred to as the "Distribution Date"). Prior to the
Distribution Date, each holder of Common Shares will be the holder of one
Right for each share so held. The definition of Acquiring Person and
Distribution Date have been amended as described below. Every Common Share
issued after the dividend distribution but prior to the Distribution Date
will also have a Right issued in respect thereof. As soon as practicable
after the Company has notified the Rights Agent of the occurrence of the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date. Common Shares issued after
the Distribution Date will be issued with Rights if such shares are issued
pursuant to the exercise of stock options, under an employee benefit plan, or
upon the conversion of securities, which options, plan or securities were
granted, adopted, or issued before the Distribution Date. Except as
otherwise determined by the Board of Directors, no other Common Shares issued
after the Distribution Date will be issued with Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on January 31, 1998, unless earlier
redeemed by the Company as described below.
The Purchase Price payable, and the number of Series A Preferred Shares
or other securities or property issuable, upon exercise of the Rights, as
well as the number of Rights outstanding, are subject to adjustment from time
to time to prevent dilution. With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.
Series A Preferred Shares purchasable upon exercise of the Rights will
be nonredeemable. Each Series A Preferred Share will have a minimum
preferential quarterly dividend rate of $1.00 per share, but will be entitled
to an aggregate dividend of 100 times the dividend declared on the Common
Shares. In the event of liquidation, each Series A Preferred Share shall
entitle the holders thereof to receive a preferential liquidation payment
equal to the greater of $7,500 or 100 times the payment made per Common
Share; provided that if the assets are insufficient to pay in full the
liquidation preferences on all outstanding series of Preferred Shares, such
assets will be distributed ratably among all holders of outstanding Preferred
Shares in proportion to the full preferential amounts to which they are
respectively entitled. Each Series A Preferred Share will have 100 votes,
voting together with the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Series A Preferred Share will be entitled to receive 100 times the amount
received per Common Share. These rights are protected by antidilution
provisions. Because of the nature of the Series A Preferred Shares'
dividend, liquidation and voting rights, the value of one one-hundredth
interest in a Series A Preferred Share purchasable upon exercise of each
Right should approximate the value of one Common Share.
In the event that, at any time after the date of the Rights Agreement
(i) the Company is the surviving corporation in a merger with an Acquiring
Person and its Common Shares are not changed or exchanged, (ii) an Acquiring
Person engages in one or more "self-dealing" transactions as set forth in the
Rights Agreement, or (iii) during such time as there is an Acquiring Person,
an event occurs which results in such Acquiring Person's ownership interest
being increased by more than 1% (e.g., a reverse stock split), at any time
following the Distribution Date, each holder of a Right will thereafter have
the right to receive, upon exercise, Common Shares (or, in certain
circumstances, cash, property or other securities of the Company) having a
value equal to two times the Exercise Price of the Right. The Exercise Price
is the Purchase Price multiplied by the number of one one-hundredths of a
Preferred Share issuable upon exercise of the Right prior to the events
described in this paragraph (initially, one).
In the event that, at any time following the Share Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction
(other than a merger described in the preceding paragraph), or (ii) 50% or
more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set
forth below) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
Exercise Price of the Right. The events set forth in this paragraph and in
the preceding paragraph are referred to as the "Triggering Events."
No fractional Series A Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a share, which
may, at the election of the Company, be evidenced by depositary receipts) and
in lieu thereof, an adjustment in cash will be made based on the market price
of the Series A Preferred Shares on the last trading date prior to the date
of exercise. If the Company is not able to issue the Series A Preferred
Shares or the Common Shares because of the absence of necessary regulatory
approval, restrictions contained in the Articles of Incorporation or for any
other reason, a person exercising the Rights will be entitled to receive a
combination of cash, property or other securities (except to the extent
necessary regulatory approval for the issuance of such other securities is
not obtained) having a value equal to the value of the Common Shares or
Series A Preferred Shares which would otherwise have been issued upon
exercise of the Rights.
At any time until ten days following the Share Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right, payable, at the option of the Company, in cash or Common Shares.
After the redemption period has expired, the Company's right of redemption
may be reinstated if each Acquiring Person reduces his beneficial ownership
to 5% or less of the outstanding Common Share in a transaction or series of
transactions not involving the Company and there is at the time no other
Acquiring Person. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only
right of the holders of Rights will be to receive the $.01 per Right
redemption price.
Rights may not be transferred to any person who is or as a result of the
transfer of Common Shares related to the Rights becomes, directly or
indirectly, an Acquiring Person or an associate or affiliate of an Acquiring
Person. Any Right which is the subject of such a purported transfer is null
and void without any further action and no holder of such Right shall have
any rights whatsoever with respect to such Right, whether under any provision
of the Agreement or otherwise. The provisions of the Rights Agreement
governing the transfer of Rights have been amended as described below.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be amended
by the Board in order to cure any ambiguity, defect or inconsistency, to make
changes which do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen
any time period under the Rights Agreement; provided, however, that no
amendment to adjust the time period governing redemption shall be made at
such time as the Rights are not redeemable.
The Rights Agreement was supplemented by Supplements Nos. 1, 2, 3, and
4, each dated as of September 15, 1989, which supplements are attached hereto
as Exhibits 8(b), (c), (d), and (e) and incorporated herein by this
reference.
Supplement No. 1 amends existing Section 7(e) of the Rights Agreement to
provide that any attempt to transfer Rights to an Acquiring Person or
Affiliate thereof will have no effect and the holder of such Right prior to
the purported transfer will continue to own the Right.
Supplement No. 2 adds a new Section 34 to the Rights Agreement to
provide for the exchange of all or any portion of the outstanding Rights at
the rate of one Common Share or one one-hundredth of a Preferred Share (or a
share of a class or series of the Company's Preferred Stock having equivalent
rights) per Right with the affirmative vote of a majority of Continuing
Directors at any time after a Person becomes an Acquiring Person and before
any Person (other than the Company and certain affiliated entities) becomes
the Beneficial Owner of 50% or more of the Common Shares then outstanding.
The Continuing Directors are the directors of the Company in office on the
date a person becomes an Acquiring Person or new directors elected or
nominated by a majority of the Continuing Directors in office on the date of
such election or nomination.
Supplement No. 3 amends the definitions of Acquiring Person and
Distribution Date to provide that the Rights become exercisable and trade
separately upon the earlier to occur of (i) the tenth day after public
announcement that a Person has become beneficial owner of 10% or more of the
outstanding Common Shares; or (ii) the tenth business day after the date of
commencement of or first public announcement of the intent of any Person to
commence a tender offer or exchange offer the consummation of which would
result in a person becoming beneficial owner of 10% or more of the
outstanding Common Shares.
Supplement No. 4 provides that in addition to existing provisions of the
Rights Agreement, if a Person becomes the Beneficial Owner of 20% or more of
the Common Shares by any means other than pursuant to a cash tender offer for
all shares that the Continuing Directors determine to be fair, each Right
will entitle its holder to purchase, in lieu of Preferred Shares, Common
Shares (or, in certain circumstances, cash, property or other securities of
the Company) having a value equal to two times the Exercise Price of the
Right.
Each of the supplements provides that if it or any portion thereof is
held by a court to be invalid or unenforceable, and the Board of Directors of
the Company determines that severing the invalid language would adversely
affect the purpose or effect of the Rights Agreement as supplemented, the
right of redemption set forth in Section 23 of the Rights Agreement shall be
reinstated and shall not expire until the close of business on the tenth day
following the date of such determination by the Board of Directors.
Preferred Shares
The Board of Directors of the Company, without further action by the
shareholders, is authorized to designate and issue in series Preferred Shares
and to fix as to any series the dividend rate, redemption prices, preferences
on dissolution, the terms of any sinking fund, conversion rights, voting
rights, and any other preferences or special rights and qualifications.
Holders of Preferred Shares, if and when issued, will be entitled to vote as
required under applicable Virginia law. Such law includes provisions for the
voting of the Preferred Shares in the case of any amendment to the Restated
Articles of Incorporation affecting the relative rights of holders of the
Preferred Shares, the payment of certain stock dividends, merger or
consolidation, sale of all or substantially all of the Company's assets, and
dissolution. There are no Preferred Shares outstanding, and, except for the
Rights Agreement with respect to the Series A Preferred Shares, there are no
agreements or understandings for the designation of series of Preferred
Shares or the issuance of shares thereunder.
Transfer Agent
The transfer agent for the Common Shares is Wachovia Bank of North
Carolina, N.A.
Special Voting Provisions
As amended by the Board of Directors of the Company on December 13,
1989, the Restated Articles of Incorporation contain a new provision which
reduces the shareholder vote required for amending the articles of
incorporation in certain circumstances from the two-thirds vote generally
applicable to a simple majority vote of the outstanding Common Shares. The
majority vote will be applicable except when the effect of the amendment is
(a) to reduce the shareholder vote required to approve a merger, a statutory
share exchange, a sale of all or substantially all of the assets of the
Company or the dissolution of the Company, or (b) to delete all or any part
of the new provision. In addition, the vote required by other provisions of
the Articles of Incorporation is necessary if such provisions require the
approval of more than a majority of the votes entitled to be cast. The terms
of the Series A Preferred Shares provide that a vote of the holders of more
than two-thirds of the outstanding Series A Preferred Shares, voting together
as a single voting group, is necessary to approve any amendment which would
materially alter or change the powers, preferences or special rights of the
Series A Preferred Shares so as to affect them adversely.
Item 2. Exhibits
The following exhibits are filed with the copy of this Form 8 filed with
the New York Stock Exchange:
(4)(a) Restated Articles of Incorporation and related
Articles of Amendment and Restatement*
(b) Articles of Amendment (dated July 2, 1992) to Restated
Articles of Incorporation*
(c) Articles of Amendment (dated June 27, 1994) to
Restated Articles of Incorporation - filed herewith.
(5) Registrant's Amended Bylaws*
(8)(a) Rights Agreement dated as of February 17, 1988 between
Heilig-Meyers Company and Crestar Bank
(the "Rights Agreement")*, including
EXHIBIT A -- Form of Articles of Amendment
to Articles of Incorporation;
EXHIBIT B -- Form of Rights Certificate; and
EXHIBIT C -- Summary of Rights to Purchase Shares.
(b) Supplement No. 1 dated September 15, 1989
to the Rights Agreement*
(c) Supplement No. 2 dated September 15, 1989
to the Rights Agreement*
(d) Supplement No. 3 dated September 15, 1989
to the Rights Agreement*
(e) Supplement No. 4 dated September 15, 1989
to the Rights Agreement*
_________________________
* Previously filed
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
HEILIG-MEYERS COMPANY
(Registrant)
By: s/William C. DeRusha
William C. DeRusha,
Chairman and
Chief Executive Officer
Date: July 27, 1994
HEILIG-MEYERS COMPANY
ARTICLES OF AMENDMENT
1. Name. The name of the corporation is Heilig-Meyers Company.
2. The Amendment. The Amendment, a copy of which is attached
hereto, deletes the first paragraph of Article III of the Restated Articles
of Incorporation and substitutes, in lieu thereof, a new paragraph and
increases the number of shares of Common Stock which the Company is
authorized to issue.
3. Board Action. The Board of Directors adopted the proposed
Amendment at its meeting held on February 9, 1994, and directed that the
proposed Amendment be submitted to the shareholders of the Company at a
meeting to be held June 15, 1994.
4. Shareholder Action. (a) Notice of the meeting, together with a
copy of the proposed Amendment, was given in the manner prescribed by the
Virginia Stock Corporation Act to all shareholders of record entitled to
such notice.
(b) On the record date, the total number of shares of common
shares outstanding and entitled to vote on the Amendment were 48,433,223.
(c) On June 15, 1994, the meeting of shareholders was held and the
Amendment proposed by the Board of Directors was adopted.
(d) The total number of votes cast for the Amendment was
35,686,537 and against the Amendment was 7,831,848. The number of votes
cast for the Amendment was sufficient for its approval.
5. Certificate Required by Law. These Articles of Amendment
contain all of the information required by Section 13.1-710 of the Code of
Virginia and this paragraph constitutes the Certificate required by that
Section.
Dated: June 27, 1994 HEILIG-MEYERS COMPANY
By: s/William C. DeRusha
William C. DeRusha
Chairman and Chief
Executive Officer
<PAGE>
Amendment
Paragraph I of Article III is deleted and the following inserted in lieu
thereof:
The aggregate number of shares of capital stock which the Corporation
shall have authority to issue is 3,000,000 shares of Preferred Stock, par
value $10.00 per share, and 250,000,000 shares of Common Stock, par value
$2.00 per share.
