Filed Pursuant to Rule 424(b)(2)
File Number 333-29929
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 24, 1997
$175,000,000
MACSAVER FINANCIAL SERVICES, INC.
7.60% NOTES DUE AUGUST 1, 2007
GUARANTEED AS TO PAYMENT
OF PRINCIPAL AND INTEREST BY
[LOGO]
HEILIG-MEYERS COMPANY
------------------------
The Notes are being offered by MacSaver Financial Services, Inc. Interest
on the Notes is payable on February 1 and August 1 of each year, commencing
February 1, 1998. The Notes are not redeemable prior to maturity and do not
provide for any sinking fund.
The Notes will be issued in fully registered, book-entry form in
denominations of $1,000 and integral multiples thereof. The Notes will be
represented by one or more global notes (the "Global Notes") registered in the
name of a nominee of The Depository Trust Company ("DTC"). Beneficial interests
in the Notes will be shown on, and transfers thereof will be effected only
through, records maintained by DTC and its participants. Except as described
herein, Notes in certificated form will not be issued. See "Description of
Notes."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) MACSAVER(1)(3)
-------------------- -------------------- --------------------
<S> <C>
Per Note...................................................... 99.867% 1.00% 98.867%
Total......................................................... $174,767,250 $1,750,000 $173,017,250
</TABLE>
- ---------------
(1) Plus accrued interest from August 1, 1997.
(2) MacSaver Financial Services, Inc. and Heilig-Meyers Company have each agreed
to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $269,000 payable by MacSaver
Financial Services, Inc.
------------------------
The Notes offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the Global
Notes will be ready for delivery in book-entry form only through the facilities
of DTC in New York, New York on or about August 5, 1997, against payment
therefor in immediately available funds.
GOLDMAN, SACHS & CO.
NATIONSBANC CAPITAL MARKETS, INC.
SALOMON BROTHERS INC
------------------------
The date of this Prospectus Supplement is July 31, 1997.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH NOTES, AND
THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE OFFERING. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
------------------------
THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT
APPROVED OR DISAPPROVED THIS OFFERING NOR HAS THE COMMISSIONER PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
------------------------
THE ISSUER
MacSaver Financial Services, Inc. ("MacSaver") is a Delaware corporation
and a wholly-owned subsidiary of Heilig-Meyers Company ("Heilig-Meyers"). The
principal business of MacSaver is to obtain financing for the operations of
Heilig-Meyers and its other subsidiaries. In addition, MacSaver generally
acquires and holds the aggregate principal amount of installment credit accounts
generated by Heilig-Meyers' operating subsidiaries. The executive offices of
MacSaver are located at 2 Reads Way, Suite 224, New Castle, Delaware 19720. The
telephone number is (302) 325-3841.
HEILIG-MEYERS COMPANY
Heilig-Meyers is the nation's largest publicly held specialty retailer of
home furnishings, with 1,163 stores in 38 states, Washington, D.C. and Puerto
Rico as of July 1, 1997. Heilig-Meyers currently operates stores under five
names and retail formats: (i) 845 as Heilig-Meyers; (ii) 32 as Berrios; (iii) 99
as Rhodes; (iv) 18 as The RoomStore; and (v) 169 as Mattress Discounters.
Heilig-Meyers' executive offices are located at 2235 Staples Mill Road,
Richmond, Virginia 23230. The telephone number is (804) 359-9171.
USE OF PROCEEDS
MacSaver intends to use the net proceeds from the sale of the Notes to
repay a portion of MacSaver's short-term bank debt incurred to provide working
capital having a weighted average interest rate of 6.0% and a weighted average
maturity of 15 days as of July 31, 1997.
S-2
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of Heilig-Meyers at May
31, 1997, and as adjusted to give effect to the application of proceeds of the
offering of the Notes, after deduction of $2,019,000 in underwriters'
compensation and estimated expenses.
<TABLE>
<CAPTION>
MAY 31, 1997
------------------------
AS
ACTUAL ADJUSTED
---------- ----------
<S> <C>
(UNAUDITED, $ IN
THOUSANDS)
Cash............................................................................................ $ 21,848 $ 21,848
---------- ----------
---------- ----------
Short-term debt:
Notes payable................................................................................. $ 207,700 $ 34,952
Long-term debt due within one year............................................................ 91,895 91,895
---------- ----------
Total short-term debt...................................................................... 299,595 126,847
Long-term debt.................................................................................. 560,912 735,912
---------- ----------
Total debt................................................................................. 860,507 862,759
---------- ----------
Stockholders' equity:
Preferred stock, $10 par value; authorized shares, 3,000,000; outstanding shares, none........ -- --
Common stock, $2 par value; authorized shares, 250,000,000; outstanding shares, 54,414,297.... 108,830 108,830
Capital in excess of par value................................................................ 195,374 195,374
Unrealized gain on investments................................................................ 10,797 10,797
Retained earnings............................................................................. 337,386 337,386
---------- ----------
Total stockholders' equity................................................................. 652,387 652,387
---------- ----------
Total capitalization..................................................................... $1,512,894 $1,515,146
---------- ----------
---------- ----------
</TABLE>
S-3
<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION OF HEILIG-MEYERS
The selected consolidated financial information set forth below is
qualified in its entirety by and should be read in conjunction with the audited
consolidated financial statements and notes thereto, and the unaudited
consolidated financial statements and the notes thereto for the three month
period ending May 31, 1997, in each case included in the documents incorporated
by reference into the Prospectus accompanying this Prospectus Supplement. The
selected financial data for the five years ended February 28, 1997 are derived
from the consolidated financial statements of Heilig-Meyers which have been
audited by Deloitte & Touche LLP, independent certified public accountants. See
"Experts."
SUMMARY FINANCIAL INFORMATION OF HEILIG-MEYERS
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MAY 31,
(UNAUDITED) YEAR ENDED FEBRUARY 28/29,
---------------- ----------------------------------------------
1997 1996 1997 1996 1995 1994 1993
------ ------ ------ ------ ------ ------ ------
<S> <C>
($ IN MILLIONS, EXCEPT PERCENTAGES AND RATIOS)
Consolidated Statement of Earnings Data
Revenues
Sales.............................................. $ 489 $ 301 $1,342 $1,138 $ 956 $ 724 $ 550
Other income....................................... 77 57 251 221 196 140 108
------ ------ ------ ------ ------ ------ ------
Total revenues.................................. 566 358 1,593 1,359 1,152 864 658
Costs and expenses
Costs of sales..................................... 320 194 876 752 618 460 351
S,G&A.............................................. 186 115 526 436 350 260 200
Interest........................................... 15 11 48 41 33 24 23
Provision for doubtful accounts.................... 23 19 81 65 45 32 24
------ ------ ------ ------ ------ ------ ------
Total costs and expenses........................ 544 339 1,531 1,294 1,046 776 598
------ ------ ------ ------ ------ ------ ------
Earnings before income taxes......................... 22 19 62 65 106 88 60
Provision for income taxes........................... 8 7 22 23 39 33 22
------ ------ ------ ------ ------ ------ ------
Net earnings......................................... $ 14 $ 12 $ 40 $ 42 $ 67 $ 55 $ 38
------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------
Other Data
EBITDA............................................... $ 50 $ 38 $ 144 $ 135 $ 163 $ 132 $ 98
Depreciation and amortization........................ 13 8 34 29 24 21 16
EBIT................................................. 37 30 110 106 139 111 82
Capital expenditures................................. 39 15 84 40 49 36 27
Acquisitions......................................... 3 2 59 52 132 75 26
Ratio of net debt to prior 12 months EBITDA.......... 5.4x 4.5x 5.6x 4.0x 3.2x 3.4x 3.4x
Ratio of EBITDA to interest.......................... 3.2 3.6 3.0 3.3 4.9 5.5 4.3
Ratio of earnings to fixed charges................... 1.6 1.7 1.5 1.6 2.3 2.5 2.3
Total debt to total capitalization................... 56.9% 52.5% 56.0% 51.9% 52.3% 51.4% 52.6%
Net debt to net capitalization....................... 56.2 52.1 55.5 51.2 51.8 51.1 52.3
Return on assets..................................... 1.3% 1.5% 4.6% 5.4% 7.8% 7.7% 7.5%
Return on equity..................................... 2.1 2.4 6.9 8.2 14.5 14.9 13.3
Number of stores..................................... 989 739 944 716 647 570 425
Balance Sheet Data (at end of period)
Cash................................................. $ 22 $ 11 $ 15 $ 16 $ 10 $ 6 $ 4
Accounts receivable, net............................. 624 542 597 519 538 535 398
Inventory............................................ 443 321 433 293 254 184 132
Property, plant and equipment, net................... 394 224 367 216 203 168 127
Total assets......................................... 1,906 1,352 1,837 1,289 1,209 1,050 766
Notes payable........................................ 208 221 156 190 140 173 113
Long-term debt (incl. current portion)............... 653 363 662 370 399 286 226
Total debt........................................... 861 584 818 560 539 459 339
Total stockholders' equity........................... 652 528 643 519 490 433 306
</TABLE>
S-4
<PAGE>
DESCRIPTION OF NOTES
THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE NOTES OFFERED
HEREBY SUPPLEMENTS, AND TO THE EXTENT INCONSISTENT THEREWITH REPLACES, THE
DESCRIPTION OF THE GENERAL TERMS AND PROVISIONS OF DEBT SECURITIES SET FORTH IN
THE PROSPECTUS, TO WHICH DESCRIPTION REFERENCE IS HEREBY MADE. CAPITALIZED TERMS
NOT DEFINED IN THIS PROSPECTUS SUPPLEMENT HAVE THE MEANINGS ASSIGNED TO SUCH
TERMS IN THE PROSPECTUS.
The Notes are to be issued under an Indenture, dated as of August 1, 1996
(the "Indenture"), among MacSaver, Heilig-Meyers and First Union National Bank
of Virginia, as Trustee (the "Trustee"), which is more fully described in the
accompanying Prospectus under "Description of Debt Securities."
GENERAL
The Notes are a separate series of Debt Securities under the Indenture
described in the Prospectus and will be limited to $175,000,000 aggregate
principal amount. The Notes will be issued only in book-entry form in
denominations of $1,000 and integral multiples of $1,000, will bear interest
from August 1, 1997 at the annual rate set forth on the cover page of this
Prospectus Supplement, and will mature on August 1, 2007. Interest will be
payable semi-annually on February 1 and August 1 of each year, commencing
February 1, 1998, to the persons in whose names the Notes are registered at the
close of business on the January 15 or July 15 preceding such interest payment
date. The Notes will not be redeemable prior to their stated maturity date and
will not be entitled to any sinking fund.
Principal of and interest on the Notes will be payable at the office or
agency of MacSaver to be maintained in the Borough of Manhattan, The City of New
York, initially at First Union National Bank, 40 Broad Street, 5th Floor, Suite
500, New York, New York 10004; provided, however, that at the option of MacSaver
payment of interest may be made by check mailed to the registered Holders of the
Notes.
RANKING
The Notes will be unsecured obligations of MacSaver, will rank equally and
ratably with other unsecured and unsubordinated indebtedness of MacSaver and
will be unconditionally guaranteed as to payment of principal and interest by
Heilig-Meyers. The Guarantees will be unsecured obligations of Heilig-Meyers and
will rank equally and ratably with all other unsecured and unsubordinated
indebtedness of Heilig-Meyers.
BOOK-ENTRY PROCEDURES
Upon issuance, all Notes will be represented by one or more fully
registered global notes (the "Global Notes"). Each such Global Note will be
deposited with, or on behalf of, The Depositary Trust Company, as Depositary
("DTC" or the "Depositary"), registered in the name of the Depositary or a
nominee thereof. Unless and until it is exchanged in whole or in part for Notes
in definitive form, no Global Note may be transferred except as a whole by the
Depositary to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary.
The Depositary has advised MacSaver as follows: the Depositary is a
limited-purpose trust company organized under the Banking Law of the State of
New York, a "banking organization" within the meaning of the Banking Law of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Depositary was created to hold securities of its participants
(defined below) and to facilitate the clearance and settlement transactions
among its participants in such securities through electronic book-entry changes
in accounts of the participants, thereby eliminating the need for physical
movement of securities certificates. The Depositary's participants include
securities brokers and dealers (including the Underwriters), banks, trust
companies, clearing corporations, and certain other organizations, some of whom
(and/or their representatives) own the Depositary. Access to the Depositary's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a participant, either directly or indirectly.
Ownership of beneficial interests in the Notes will be limited to persons
that have accounts with the Depositary ("participants") or other persons that
may hold interests through participants. The Depositary has advised MacSaver
that upon the issuance of the Global Notes representing the Notes, the
Depositary will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective principal amounts of the
S-5
<PAGE>
Notes. Ownership of beneficial interests in such Global Notes will be shown on,
and the transfer of such ownership interests will be effected only through,
records maintained by the Depositary (with respect to interests of participants)
and on the records of participants (with respect to interests of persons holding
through participants). The laws of some states may require that certain
purchasers of securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability to own, transfer or
pledge beneficial interests in Global Notes.
So long as the Depositary, or its nominee, is the registered owner of a
Global Note, the Depositary or its nominee, as the case may be, will be
considered the sole owner or Holder of the Notes represented by such Global Note
for all purposes under the Indenture. Except as provided below, owners of
beneficial interests in a Global Note will not be entitled to have the Notes
represented by such Global Notes registered in their names, will not receive or
be entitled to receive physical delivery of the Notes in definitive form and
will not be considered the owners or Holders thereof under the Indenture.
Accordingly, each Person owning a beneficial interest in a Global Note must rely
on the procedures of the Depositary and, if such Person is not a participant, on
the procedures of the participant through which such person owns its interest,
to exercise any rights of a Holder under the Indenture. MacSaver understands
that under existing industry practices, in the event that MacSaver requests any
action of Holders or that an owner of a beneficial interest in such a Global
Note desires to give or take any action which a Holder is entitled to give or
take under the Indenture, the Depositary would authorize the participants
holding the relevant beneficial interests to give or take such action, and such
participants would authorize beneficial owners owning through such participants
to give or take such action or would otherwise act upon the instructions of
beneficial owners holding through them.
Payment of principal of, and interest on, Notes registered in the name of
the Depositary or its nominee will be made to the Depositary or its nominee, as
the case may be, as the Holder of the Global Notes representing such Notes. None
of MacSaver, the Trustee or any other agent of MacSaver or agent of the Trustee
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests or for
supervising or reviewing any records relating to such beneficial ownership
interests. The Depositary, upon receipt of any payment of principal or interest
in respect of a Global Note, will credit the accounts of the participants with
payment in amounts proportionate to their respective beneficial interests in
such Global Notes as shown on the records of the Depositary. Payments by
participants to owners of beneficial interests in a Global Note will be governed
by standing customer instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of such participants.
If (x) the Depositary is at any time unwilling or unable to continue as
Depositary with respect to Global Notes or the Depositary ceases to be a
clearing agency registered under the Exchange Act, (y) MacSaver executes and
delivers to the Trustee a Company Order to the effect that the Global Notes
shall be transferable and exchangeable or (z) there shall have occurred and be
continuing an Event of Default or an event which after notice or lapse of time,
or both, would constitute an Event of Default with respect to the Notes, the
Global Notes will be transferable or exchangeable for Notes in definitive form
of like tenor in an equal aggregate principal amount. Such definitive Notes
shall be registered in such name or names as the Depositary shall instruct the
Trustee. It is expected that such instructions may be based upon directions
received by the Depositary from participants with respect to ownership of
beneficial interests in such Global Notes.
ADDITIONAL COVENANTS OF HEILIG-MEYERS
In addition to the covenants set forth in the Prospectus, the following
covenants will be applicable to the Notes.
LEVERAGE RATIO. Heilig-Meyers must maintain, as of the last day of each
fiscal year of Heilig-Meyers, a ratio of Consolidated Debt to Consolidated Total
Capital of not more than 0.65 to 1.00.
"Consolidated Debt" means the aggregate amount of all Debt of
Heilig-Meyers, MacSaver and the other Restricted Subsidiaries determined on a
consolidated basis in accordance with generally accepted accounting principles
consistently applied.
"Debt" means Indebtedness less all accounts payable and expenses incurred
in the ordinary course of business which would otherwise be included as
Indebtedness.
S-6
<PAGE>
"Consolidated Total Capital" means the sum of Consolidated Debt plus the
aggregate amount of total stockholders' equity of Heilig-Meyers, MacSaver and
the other Restricted Subsidiaries determined on a consolidated basis in
accordance with generally accepted accounting principles consistently applied.
FIXED CHARGE COVERAGE RATIO. Heilig-Meyers may not, and may not permit any
Restricted Subsidiary to, issue, assume, guarantee, incur, create or otherwise
become liable in respect of any Debt unless the ratio of Cash Flow to Fixed
Charge, calculated for the immediately preceding period of four consecutive
fiscal quarters, after giving effect, on a pro forma basis as if incurred at the
beginning of such period, to such Debt and to any other Debt incurred since the
end of such period, would equal or exceed 1.15 to 1.00, except that
Heilig-Meyers or any Restricted Subsidiary may issue, assume, guarantee, incur,
create or otherwise become liable in respect of (i) Debt of a Restricted
Subsidiary payable to Heilig-Meyers or to a Restricted Subsidiary, (ii) Debt
arising under bank loan facilities existing on the date of the Indenture or
established after such date in accordance with the Indenture (as such facilities
may be increased, extended, renewed or otherwise amended, supplemented or
modified from time to time) (the aggregate principal amount of loans outstanding
or available under such facilities on June 30, 1997 was $460,000,000, which
amount may be increased in the future), (iii) Debt of any corporation or other
entity outstanding at the time such corporation or other entity became a
Restricted Subsidiary (and not incurred in contemplation thereof), (iv) Debt
incurred to finance the purchase, construction or other acquisition of assets if
such Debt could be secured by such assets in accordance with the Indenture (see
"RESTRICTIONS ON LIENS" in the Prospectus), (v) Attributable Debt otherwise
permitted under the Indenture (see "RESTRICTIONS ON SALE AND LEASEBACK
TRANSACTIONS" in the Prospectus), (vi) deferred payment obligations representing
the unpaid purchase price of property, assets or services or Debt arising under
any conditional sale or other title retention agreement, (vii) Debt not
otherwise permitted by clauses (i) through (vi) above in an aggregate
outstanding principal amount not to exceed $50,000,000 and (viii) Debt incurred
in connection with any extension, renewal, refinancing, replacement or refunding
(including successive extensions, renewals, refinancings, replacements or
refundings), in whole or in part, of any Indebtedness of Heilig-Meyers or any
Restricted Subsidiary (other than Indebtedness incurred pursuant to clause (vii)
above), provided that (A) the principal amount of such Debt does not exceed the
sum of the principal amount of the Indebtedness so extended, renewed,
refinanced, replaced or refunded plus all interest accrued thereon and all
related fees and expenses (including, without limitation, any payments made in
connection with the procurement of any required lender or similar consents), and
(B) for purposes of this clause (viii), Debt arising under bank loan facilities
may only be refinanced, replaced or refunded with other bank loan facilities or
with Debt that is subordinated to the Notes.
"Cash Flow" means, for any period, the sum of (i) the consolidated net
income of Heilig-Meyers, MacSaver and the other Restricted Subsidiaries for such
period plus (ii) Lease Expense for such period plus (iii) Interest Expense for
such period plus (iv) the aggregate amount deducted in determining such
consolidated net income in respect of income taxes, depreciation or
amortization.
"Lease Expense" means, for any period, the consolidated lease expense of
Heilig-Meyers, MacSaver and the other Restricted Subsidiaries for such period
(excluding any portion of lease expense in respect of capitalized leases).
"Interest Expense" means, for any period, the consolidated interest expense
of Heilig-Meyers, MacSaver and the other Restricted Subsidiaries for such period
(including, without limitation, the portion of any obligation under capitalized
leases allocable to interest expense in accordance with generally accepted
accounting principles).
"Fixed Charge" means, for any period, the sum of (i) Lease Expense for such
period plus (ii) Interest Expense for such period.
S-7
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the Pricing Agreement, MacSaver has agreed to sell to each of the
Underwriters named below, and each of such Underwriters has severally agreed to
purchase, the respective principal amounts of Notes set forth opposite its name
below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
UNDERWRITER OF NOTES
------------- ------------
<S> <C>
Goldman, Sachs & Co......................................................................................... $ 87,500,000
NationsBanc Capital Markets, Inc............................................................................ 43,750,000
Salomon Brothers Inc........................................................................................ 43,750,000
------------
Total..................................................................................................... $175,000,000
------------
------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement and the
Pricing Agreement, the Underwriters are committed to take and pay for all of the
Notes, if any are taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of 0.60% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
0.25% of the principal amount of the Notes to certain brokers and dealers. After
the Notes are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the Underwriters.
The Notes are a new issue of securities with no established trading market.
MacSaver and Heilig-Meyers have been advised by the Underwriters that they
intend to make markets in the Notes but are not obligated to do so and may
discontinue market making with respect to the Notes at any time without notice.
No assurance can be given as to the liquidity of the trading market for the
Notes.
In connection with the offering, the Underwriters may purchase and sell the
Notes in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover short positions created by the
Underwriters in connection with the offering. Stabilizing transactions consist
of certain bids or purchases for the purpose of preventing or retarding a
decline in the market price of the Notes; and short positions created by the
Underwriters involve the sale by the Underwriters of a greater number of Notes
than they are required to purchase from the Company in the offering. The
Underwriters also may impose a penalty bid, whereby selling concessions allowed
to broker-dealers in respect of the securities sold in the offering may be
reclaimed by the Underwriters if such Notes are repurchased by the Underwriters
in stabilizing or covering transactions. These activities may stabilize,
maintain or otherwise affect the market price of the Notes, which may be higher
than the price that might otherwise prevail in the open market; and these
activities, if commenced, may be discontinued at any time. These transactions
may be effected in the over-the-counter market or otherwise.
Each of Heilig-Meyers and MacSaver has agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
From time to time Heilig-Meyers has retained each of the Underwriters, and
MacSaver has retained certain of the Underwriters, to perform various investment
banking and financial advisory services, for which they have received customary
fees. Charles A. Davis, a director of Heilig-Meyers, is a limited partner of
Goldman, Sachs & Co.
NationsBanc Capital Markets, Inc. is an affiliate of NationsBank, N.A., an
agent and lender under a credit agreement with MacSaver and Heilig-Meyers.
MacSaver intends to use more than 10% of the net proceeds from the sale of the
Notes to repay indebtedness owed by it to NationsBank, N.A. Accordingly, the
offering of the Notes is being made in compliance with the requirements of Rule
2710(c)(8) of the National Association of Securities Dealers, Inc.
VALIDITY OF SECURITIES
The validity of the Notes and related Guarantees offered hereby will be
passed upon for MacSaver and Heilig-Meyers by McGuire, Woods, Battle & Boothe,
L.L.P., One James Center, Richmond, Virginia 23219, and for the Underwriters by
Sullivan & Cromwell, 1701 Pennsylvania Avenue, Washington, D.C. 20006. Sullivan
& Cromwell will rely as to all matters governed by Virginia law on the opinion
of McGuire, Woods, Battle & Boothe, L.L.P.
S-8
<PAGE>
- ------------------------------------------------------------
- ------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF MACSAVER OR
HEILIG-MEYERS SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Issuer.......................................... S-2
Heilig-Meyers Company............................... S-2
Use of Proceeds..................................... S-2
Capitalization...................................... S-3
Selected Consolidated Financial Information of
Heilig-Meyers..................................... S-4
Description of Notes................................ S-5
Underwriting........................................ S-8
Validity of Securities.............................. S-8
<CAPTION>
PROSPECTUS
<S> <C>
Available Information............................... 2
Incorporation of Certain Documents by Reference..... 2
Heilig-Meyers Company............................... 4
Use of Proceeds..................................... 6
Ratio of Earnings to Fixed Charges.................. 6
Description of Debt Securities...................... 6
Description of Common Stock......................... 17
Description of Warrants............................. 19
United States Taxation.............................. 20
Plan of Distribution................................ 28
Validity of Securities.............................. 29
Experts............................................. 29
</TABLE>
$175,000,000
MACSAVER FINANCIAL
SERVICES, INC.
7.60% NOTES DUE AUGUST 1, 2007
GUARANTEED AS TO PAYMENT
OF PRINCIPAL AND INTEREST BY
HEILIG-MEYERS
COMPANY
------------------------
[LOGO]
------------------------
GOLDMAN, SACHS & CO.
NATIONSBANC CAPITAL MARKETS, INC.
SALOMON BROTHERS INC
- ------------------------------------------------------------
- ------------------------------------------------------------
