SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) N/A
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Heilig-Meyers Company
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(Exact name of registrant as specified in its charter)
Virginia
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(State or other jurisdiction of incorporation)
1-8484 54-0558861
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(Commission file number) (IRS Employer Identification No.)
2235 Staples Mill Road, Richmond, Virginia 23230
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 359-9171
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On July 1, 1997, Heilig-Meyers Company (the "Company") acquired all of
the outstanding capital stock of Mattress Discounters Corporation and a related
corporation ("Mattress Discounters"). Mattress Discounters is a mattress
retailer and manufacturer with fiscal 1996 revenues of approximately $175.0
million. The transaction has been structured as a tax-free exchange of shares
and will be accounted for under purchase accounting rules. The Company issued
2,269,839 shares of common stock at the time of closing and also placed 264,550
shares of common stock in escrow to be released to the former shareholders of
Mattress Discounters if the acquired stores meet certain earnings targets in the
twelve months following the acquisition. The Company's press release announcing
the acquisition, attached hereto as Exhibit 99, is incorporated herein by
reference.
As of July 1, 1997, Mattress Discounters operated 169 stores in 10
states and Washington, D.C. Mattress Discounters stores average approximately
4,000 square feet. In addition, Mattress Discounters operates a
102,000-square-foot mattress manufacturing facility in Maryland and a
54,000-square-foot mattress manufacturing facility in California (the employees
of the California facility are represented by the Upholstery Division of the
United Steel Workers of America). Mattress Discounters operates seven
distribution centers which primarily provide central delivery for the Mattress
Discounters stores.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed as a part of this report:
Exhibit 99 - Press Release dated July 2, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HEILIG-MEYERS COMPANY
Date: July 17, 1997 By: /s/ Roy B. Goodman
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Roy B. Goodman
Senior Vice President,
Principal Financial Officer
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Exhibit Index
Exhibit
No. Description
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99 Press Release dated July 2, 1997.
EXHIBIT 99
FOR IMMEDIATE RELEASE: JULY 2, 1997
Heilig-Meyers Company (NYSE:HMY), the Richmond-based home furnishings retailer,
today announced that it has acquired all of the outstanding capital stock of the
privately held Mattress Discounters Corporation. Mattress Discounters is the
nation's largest retail bedding specialist currently operating 169 stores in 10
states and Washington D.C. with fiscal 1996 revenues of approximately $175.0
million. The initial purchase price was $42.9 million. Heilig-Meyers issued
2,269,839 shares of common stock at the time of closing and also placed 264,550
shares of common stock, with an approximate value of $5.0 million, in escrow to
be paid to the former shareholders of Mattress Discounters if the acquired
stores meet certain earnings targets in the twelve months following yesterday's
closing. The transaction has been structured as a tax-free exchange of shares
and will be accounted for under purchase accounting rules.
Troy A. Peery, Jr., President and Chief Operating Officer commented that this
specialty retailing format fits well with Heilig-Meyers' already successful
bedding programs. He added that Mattress Discounters will operate as a wholly
owned subsidiary of Heilig-Meyers Company and that consolidated annual bedding
sales would be in excess of $400 million creating by far the nation's largest
retailer in this category. Mr. Peery also noted that the transaction is expected
to be slightly accretive to earnings in fiscal 1998.
William C. DeRusha, Chairman and Chief Executive Officer, commented that
Mattress Discounters is a well run and profitable company. He added that founder
Warren Teitelbaum and current CEO Steven Lytell have created a highly successful
retailing formula and marketing strategy that has resulted in revenue growth in
excess of 200% over the past five years. Mr. DeRusha also noted that
Heilig-Meyers plans to maintain the current management team at Mattress
Discounters and will continue with their current expansion plans of 20 to 25
units in new and existing markets by fiscal year end.
Heilig-Meyers Company, a Virginia corporation, currently operates a total of
1,163 stores; 845 as Heilig-Meyers, 169 as Mattress Discounters, 99 as Rhodes,
18 as The RoomStore and 32 stores in Puerto Rico as Berrios.
Information contained in this release with respect to the expected financial
impact and growth plans relating to the purchase of Mattress Discounters is
forward-looking. These statements reflect the Company's reasonable judgments
with respect to future events and are subject to risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements. Such factors include, but are not limited to, the
customer's willingness, need and financial ability to purchase bedding and
related items, the costs and effectiveness of promotional activities as well as
the Company's access to, and cost of capital. Other factors such as changes in
tax laws, recessionary or expansive trends in the Company's markets, inflation
rates and regulations and laws which affect the Company's ability to do business
in its markets may also impact the outcome of the forward looking statements.
