2,534,389 shares
HEILIG-MEYERS COMPANY
COMMON STOCK
This Prospectus relates to 2,534,389 shares (the "Shares") of common
stock, $2 par value per share (the "Common Stock") of Heilig-Meyers Company (the
"Company"), which may be offered from time to time by the selling stockholders
named herein (the "Selling Stockholders"). The Common Stock is listed on the New
York Stock Exchange (the "NYSE") and the Pacific Exchange, Inc. (the "PE") under
the trading symbol "HMY." On August 5, 1997 the last reported sale price of the
Common Stock on the New York Stock Exchange was $17 5/16 per share.
The Selling Stockholders have advised the Company that the Shares may
be sold from time to time in transactions on the NYSE or PE or in negotiated
transactions, in each case at prices satisfactory to the Selling Stockholders.
(See "Plan of Distribution.")
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. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is August 6, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549; and at the Commission's regional offices at
500 West Madison Street, Chicago, Illinois 60606; and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained by mail
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission also maintains a
World Wide Web site at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants, such as the
Company, that file electronically with the Commission. The Company's common
stock is listed on the New York and Pacific Exchanges, and such material may
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005 and the Pacific Exchange, Inc., 301 Pine
Street, San Francisco, California 94104.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), of which this Prospectus constitutes a part. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information, reference is made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
hereby incorporated by reference into this Prospectus:
<TABLE>
<S> <C>
(a) the annual report on Form 10-K for the fiscal year ended
February 28, 1997;
(b) the quarterly report on Form 10-Q for the quarterly period
ended May 31, 1997;
(c) the quarterly report on Form 10-Q/A, Amendment No. 1, for the
quarterly period ended May 31, 1997;
(d) the current report on Form 8-K/A dated February 19, 1997;
(e) the current report on Form 8-K dated July 17, 1997;
(f) the description of the Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission
on April 26, 1983 (File No. 1-8484), as amended by amendments
on Form 8, filed with the Commission on April 9, 1985,
February 23, 1988, September 20, 1989, July 31, 1990, August
6, 1992 and July 28, 1994, respectively (File No. 1-8484); and
(g) the description of the Rights to Purchase Preferred Stock,
Series A contained in the Registration Statement on Form 8-A
filed with the Commission on February 23, 1988 (File No.
1-8484) as amended by an amendment on Form 8 filed with the
Commission on September 20, 1989 (File No. 1-8484).
</TABLE>
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Shares shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or any portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
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superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to Heilig-Meyers Company, 2235 Staples Mill Road, Richmond, Virginia
23230; Attention: Paige H. Wilson, Secretary, telephone (804) 359-9171.
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HEILIG-MEYERS COMPANY
BUSINESS
General
The Company is the nation's largest publicly held specialty retailer of
home furnishings with 1,163 stores (as of July 1, 1997) in 38 states,
Washington, D.C. and Puerto Rico. The Company currently operates stores under
five names and formats. The "Heilig-Meyers" name is associated with the
Company's historical format with a majority of the stores operating in smaller
markets with a broad line of merchandise. The Company's Heilig-Meyers stores are
primarily located in small towns and rural markets in the Southeast,
Southcentral, Midwest, West, Northwest and Southwest of the continental United
States. All of the Company's Puerto Rico stores operate under the "Berrios"
name. The Berrios format is similar to the format used by the stores operated
under the "Heilig-Meyers" name. The "Rhodes" name is used for the 99 stores
operated by Rhodes, Inc., which was acquired by the Company on December 31,
1996. The Rhodes format retailing strategy is selling quality furniture to a
broad base of middle income customers. The Rhodes stores are primarily located
in the midsized markets and metropolitan areas of 14 southern, midwestern and
western states. "The RoomStore" name and format is utilized for 18 stores in
Texas, 10 of which were acquired in February 1997 and 8 of which were converted
from former Rhodes stores. Stores using The RoomStore format display and sell
furniture in complete room packages, which are arranged by professional
designers and sell at a value if purchased as a group. The "Mattress
Discounters" name is used for 169 retail bedding stores acquired in July 1997.
The Mattress Discounters stores are located in ten states and Washington, D.C.
As a result of the acquisition of Rhodes, The RoomStore and Mattress
Discounters, the Company now has the ability to expand by matching operating
formats to markets with appropriate demographic and competitive factors. The
Company expects to expand these formats as appropriate markets are identified.
The Company's operating strategy includes: (1) offering a broad
selection of competitively priced home furnishings including furniture and
bedding and in the Heilig-Meyers and Berrios stores, consumer electronics,
appliances, and other items such as jewelry, small appliances and seasonal
goods; (2) locating Heilig-Meyers stores primarily in small towns and rural
markets which are at least 25 miles from a metropolitan area; (3) offering
credit programs to provide flexible financing to its customers; (4) utilizing
centralized inventory and distribution systems in strategic regional locations
to support store inventory and merchandise delivery operations; and (5)
emphasizing customer service, including free delivery on most major purchases in
the Heilig-Meyers stores and repair service for consumer electronics and other
mechanical items.
The Company believes this strategy of offering selection, credit,
delivery and service generally allows its Heilig-Meyers stores to have the
largest market share among home furnishings retailers in most of its small-town
markets.
The Company's executive offices are located at 2235 Staples Mill Road,
Richmond, Virginia 23230. The telephone number is (804) 359-9171.
Store Operations
General
The Company believes that locating its Heilig-Meyers stores in small
towns and rural markets provides an important competitive advantage. Currently,
approximately 80% of all Heilig-Meyers stores are
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located in towns with populations under 50,000 and more than 25 miles from a
metropolitan market. Competition in these small towns largely comes from
locally-owned store operations which generally lack the financial strength to
compete effectively with the Company. The Company believes that its HeiligMeyers
stores have the largest market share among home furnishings retailers in the
majority of their areas.
The Company's Heilig-Meyers stores generally range in size from 10,000
to 35,000 square feet, with the average being approximately 20,000 square feet.
A store's attached or nearby warehouse usually measures from 3,000 to 5,000
square feet. A typical store is designed to give the customer an urban shopping
experience in a rural location. The Company's existing store remodeling program,
under which stores are remodeled on a rotational basis, provides the Company's
older stores with a fresh look and up-to-date displays on a periodic basis. The
existing Rhodes, The RoomStore and Mattress Discounters formats average
approximately 34,000, 25,000 and 4,000 square feet, respectively.
Distribution
The Company currently operates eight Heilig-Meyers distribution centers
in the continental U.S. and one center in Puerto Rico, each of which has
cantilever racking and computer-controlled random-access inventory storage. The
Company also operates eleven Rhodes distribution centers, which collectively
have more than 1.1 million square feet and include home delivery operations in
certain markets. The Company also operates The RoomStore's 200,000- square-foot
distribution center. The Company operates seven smaller Mattress Discounters
distribution centers which primarily provide central delivery for the Mattress
Discounters stores. Management is in the process of evaluating the distribution
function in light of recent acquisitions in order to maximize warehousing and
transportation efficiencies.
Credit Operations
The Company believes that offering flexible credit is an important part
of its business strategy which provides a significant competitive advantage. The
Company believes its credit program fosters customer loyalty and repeat
business. Historically, approximately 80% of the sales in Heilig-Meyers stores
have been made through the Company's installment credit program. Because
installment credit is administered at the store level, terms can generally be
tailored to meet the customer's ability to pay. Approximately 70% of Rhodes
sales are made through its revolving credit program.
The following table sets forth certain data regarding the Company's installment
credit operations:
<TABLE>
<CAPTION>
Fiscal Years Ended
Feb. 28, Feb. 29, Feb. 28, Feb. 28, Feb. 28,
1997 1996 1995 1994 1993
<S> <C>
Average number of installment
accounts receivable(1).................. 1,280,173 1,220,660 972,418 799,501 652,569
Average initial term of account
(in months)(2)......................... 17.4 17.2 16.6 16.7 16.6
Provision for doubtful accounts
as % of sales.......................... 6.0% 5.7% 4.8% 4.5% 4.4%
Net charge-offs as % of sales 5.2 5.0 4.6 4.1 4.1
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(1) Includes securitized accounts receivable which are still serviced by the Company.
(2) For installment contracts originated during the indicated fiscal year, calculated at the date of
origination.
</TABLE>
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Merchandising
The Company's Heilig-Meyers merchandising strategy is to offer a broad
selection of competitively priced home furnishings, including furniture and
accessories, consumer electronics, appliances, bedding, and other items such as
jewelry and seasonal goods. The table below sets forth the percentage of sales
of these items during the last five years:
<TABLE>
<CAPTION>
Fiscal Years Ended
Feb. 28, Feb. 29, Feb. 28, Feb. 28, Feb. 28,
1997 1996 1995 1994 1993
<S> <C>
Furniture and accessories... 60% 58% 59% 59% 59%
Consumer electronics........ 10 12 11 12 13
Appliances..................... 8 9 8 8 8
Bedding........................ 12 11 10 10 10
Other items.................... 10 10 12 11 10
</TABLE>
The Rhodes and The RoomStore stores primarily sell mid-price point
furniture and bedding. Historically, 89% of Rhodes' sales consisted of furniture
and accessories with bedding comprising the remaining 11%. Mattress Discounters
stores sell bedding and related items at competitive prices.
Advertising and Promotion
In fiscal 1997, the Company distributed over 140 million direct mail
circulars. This included monthly circulars sent by direct mail to over nine
million households on the Company's mailing list and special private sale
circulars mailed to approximately two million of these households each month, as
well as during special promotional periods. During fiscal 1997, the Company
continued to utilize market segmentation techniques (begun in fiscal 1994) to
identify prospective customers by matching their demographics to those of
existing customers. Management believes ongoing market research and improved
mailing techniques enhance the Company's ability to place circulars in the hands
of those potential customers most likely to make a purchase. The Company
believes that availability, as well as the terms of credit, are key determinants
in the purchase decision, and therefore, promotes credit availability by
disclosing monthly payment terms in its circulars.
Corporate Expansion
The Company has grown from 374 stores at February 28, 1992, to 1,163 stores
at July 1, 1997. Over this time period, the Company has expanded from its
traditional Southeast operating region into the Southcentral, Midwest, West,
Northwest and Southwest continental United States as well as Puerto Rico. In
addition, the Company has acquired new operating formats as a result of the
Rhodes, The RoomStore and the Mattress Discounters acquisitions. The Company
currently operates stores in Alabama, Arizona, Arkansas, California, Colorado,
the District of Columbia, Florida, Georgia, Idaho, Illinois, Indiana, Iowa,
Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan,
Mississippi, Missouri, Montana, Nevada, New Hampshire, New Jersey, New Mexico,
North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South
Carolina, Tennessee, Texas, Virginia, Washington, West Virginia, Wisconsin and
Puerto Rico. Management believes that the Company's size and geographically
diverse store locations, as well as the diversity in store formats created by
the Rhodes, The RoomStore and the Mattress Discounters acquisitions, are
competitive advantages and allow for greater stability in its operations. The
Company plans to focus its expansion efforts on its existing formats; however,
it may from time to time consider additional formats if attractive acquisition
opportunities develop.
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USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of this
Prospectus with respect to shares of Common Stock owned by the Selling
Stockholders which are covered by this Prospectus. The number of shares of
Common Stock offered pursuant to this Prospectus for the account of the Selling
Stockholders equals the total number of shares of Common Stock owned by the
Selling Stockholders as of the date of this Prospectus.
Common Stock Ownership
Prior to The Offering
Name of Selling Stockholder Number(1) Percentage
Warren S. Teitelbaum 1,317,883 52%
Steven M. Lytell 1,216,506 48%
--------------------------------
1. Includes shares placed in escrow (137,566 shares by Mr. Teitelbaum and
126,984 shares by Mr. Lytell), which will be released in the event Mattress
Discounters achieves certain earnings targets during the twelve months following
its acquisition by the Company. These shares are also held to secure certain
indemnification obligations of Messrs. Teitelbaum and Lytell with respect to
representations and warranties made by Mattress Discounters in connection with
its acquisition by the Company.
In connection with the acquisition of Mattress Discounters, Mr. Lytell
entered an employment agreement pursuant to which he will serve as Executive
Vice President of Mattress Discounters for an initial term ending February 28,
2000, with automatic annual one-year extensions thereafter, unless either party
notifies the other at least one year in advance that it does not wish to extend
the term. Mr. Lytell's annual salary is initially $350,000, which will be
reviewed on an annual basis and may be increased, but not decreased. The
agreement also provides that Mr. Lytell will not be required to relocate his
residence in connection with performance of his employment duties. The other
terms of Mr. Lytell's employment contract are the same as the Company's other
Executive Vice Presidents.
DESCRIPTION OF COMMON STOCK
The Company has authorized 250,000,000 shares of Common Stock, par value
$2.00 per share. As of July 1, 1997, there were 56,999,511 shares of Common
Stock outstanding. The following brief description of the Common Stock does not
purport to be complete and is subject in all respects to applicable Virginia law
and to the provisions of the Company's Restated Articles of Incorporation and
its By-laws, copies of which have been filed with the Commission.
Holders of Common Stock are entitled to such dividends as may be declared
by the Board of Directors out of funds legally available therefor after payment
of dividends on any outstanding Preferred Stock and are entitled to one vote for
each share of Common Stock held by them with respect to all matters upon which
they are entitled to vote.
The Company's Restated Articles of Incorporation contain a provision that
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. 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
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assets of the Company or the dissolution of the Company, or (b) to delete all or
any part of such provision. In addition, the vote required by other provisions
of the Restated Articles of Incorporation is necessary if such provisions
require the approval of more than a majority of the votes entitled to be cast.
Preferred Stock
The Company has authorized 3,000,000 shares of Preferred Stock, par value
$10.00 per share. As of July 1, 1997, there were no shares of Preferred Stock
outstanding. The Board of Directors of the Company, without further action by
the shareholders, is authorized to designate and issue in series Preferred Stock
and to fix as to any series the dividend rate, redemption prices, preferences on
dissolution, the terms of any sinking fund, conversion rights, voting right, and
any other preferences of special rights and qualifications. Shares of Common
Stock would be subject to the preferences, rights and powers of any such shares
of Preferred Stock as set forth in the Company's Restated Articles of
Incorporation and the resolutions establishing one or more series of Preferred
Stock. Holders of the Preferred Stock, 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 Stock in the case of any amendment to the Restated
Articles of Incorporation affecting the rights of holders of the Preferred
Stock, 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
agreements or understandings for the designation of series of Preferred Stock or
the issuance of shares thereunder, except pursuant to the Shareholders' Rights
Plan discussed below.
Shareholders' Rights Plan
The following summary of certain provisions of the Company's Shareholders'
Rights Plan and the Rights Agreement dated as of February 17, 1988 between the
Company and Crestar Bank as Rights Agent, as amended by Supplements No. 1
through No. 4 dated as of September 15, 1989 (together, as amended, the "Rights
Agreement"), does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, including the form of Rights Certificate
attached thereto, each of which has been filed with the Commission and is
incorporated by reference herein.
On February 17, 1988 the Board of Directors of the Company declared a
dividend distribution of one preferred share purchase right (a "Right") on each
outstanding share of Common Stock pursuant to a Shareholders' Rights Plan. The
Rights are exercisable only upon the attainment of, or the commencement of a
tender offer to attain, a specified ownership interest in the Company by a
person or group. When exercisable, each Right would entitle its holder to
purchase one-hundredth of a newly issued share of cumulative Participating
Preferred Stock, Series A, par value $10.00 per share (the "Series A Preferred
Stock") at an exercise price of $75, subject to adjustment. A total of 750,000
shares of Series A Preferred Stock has been reserved. Each share of Series A
Preferred Stock will entitle the holder to 100 votes and has an aggregate
dividend rate of 100 times the amount paid to holders of the Common Stock. Upon
occurrence of certain events, each holder of a Right will become entitled to
purchase shares of Common Stock having a value of twice the Right's then current
exercise price in lieu of Series A Preferred Stock. Each share of Common Stock
offered pursuant to this Prospectus and an accompanying Prospectus Supplement
shall have one Right attached to it.
Virginia Stock Corporation Act
The Virginia Stock Corporation Act contains provisions governing
"Affiliated Transactions." These provisions, with several exceptions discussed
below, require approval of certain material transactions between a Virginia
corporation and any beneficial holder of more than 10% of any class of its
outstanding voting shares (an "Interested Shareholder") by the holders of at
least two-thirds of the remaining voting shares. Affiliated Transactions subject
to this approval requirement include mergers, share exchanges, material
dispositions of corporate assets not in the ordinary course of business, any
dissolution of the corporation proposed by or on behalf of an Interested
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Shareholder, or any reclassification, including reverse stock splits,
recapitalization or merger of the corporation with its subsidiaries which
increases the percentage of voting shares owned beneficially by an Interested
Shareholder by more than 5%.
For three years following the time that an Interested Shareholder becomes
an owner of more than 10% of the outstanding voting shares, a Virginia
corporation cannot engage in an Affiliated Transaction with such Interested
Shareholder without approval of two-thirds of the voting shares other than those
shares beneficially owned by the Interested Shareholder, and majority approval
of the "Disinterested Directors." A Disinterested Director means, with respect
to a particular Interested Shareholder, a member of the Company's Board of
Directors who was (1) a member on the date on which an Interested Shareholder
became an Interested Shareholder or (2) recommended for election by, or was
elected to fill a vacancy and received the affirmative vote of, a majority of
the Disinterested Directors then on the Board. At the expiration of the
three-year period, the statute requires approval of Affiliated Transactions by
two-thirds of the voting shares other than those beneficially owned by the
Interested Shareholder.
The principal exceptions to the special voting requirement apply to
transactions proposed after the three-year period has expired and require either
that the transaction be approved by a majority of the corporation's
Disinterested Directors or that the transaction satisfy the fair-price
requirements of the statute. In general, the fair-price requirements provide
that in a two-step acquisition transaction, the Interested Shareholder must pay
the shareholders in the second step either the same amount of cash or the same
amount and type of consideration paid to acquire the Virginia corporation's
shares in the first step.
None of the foregoing limitations and special voting requirements applies
to a transaction with an Interested Shareholder whose acquisition of shares
making such person an Interested Shareholder was approved by a majority of the
Virginia corporation's Disinterested Directors.
These provisions were designed to deter certain takeovers of Virginia
corporations. In addition, the statute provides that, by affirmative vote of a
majority of the voting shares other than shares owned by any Interested
Shareholder, a corporation can adopt an amendment to its articles of
incorporation or bylaws providing that the Affiliated Transactions provisions
shall not apply to the corporation. The Company has not "opted out" of the
Affiliated Transactions provisions.
Virginia law provides that shares acquired in a transaction that would
cause the acquiring person's voting strength to meet or exceed any of three
thresholds (20%, 33-1/3% or 50%) have no voting rights unless granted by a
majority vote of shares not owned by the acquiring person or any officer or
employee-director of the Virginia corporation. This provision empowers an
acquiring person to require the Virginia corporation to hold a special meeting
of shareholders to consider the matter within 50 days of its request. The Board
of Directors of a Virginia corporation can opt out of this provision at any time
before four days after receipt of a control share acquisition notice.
Transfer Agent
The transfer agent for the Common Stock is Wachovia Bank of North Carolina,
N.A.
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that they may offer
Shares from time to time depending on market conditions and other factors, in
one or more transactions on the NYSE, PE or other national securities exchanges
on which the Shares are traded, or in negotiated transactions, at market prices
prevailing at the time of sale, at negotiated prices or at fixed prices. Sales
of Shares may involve (i) block transactions in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as
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principal to facilitate the transaction, (ii) purchases by a broker-dealer as
principal and resale by such broker-dealer for its own account pursuant to this
Prospectus, (iii) ordinary brokerage transactions and transactions in which a
broker solicits purchasers and (iv) privately negotiated transactions. To the
extent required, this Prospectus may be amended and supplemented from time to
time to describe a specific plan of distribution. In connection with the
distribution of the Shares or otherwise, the Selling Stockholders may enter into
hedging transactions with broker-dealers. In connection with such transactions,
broker-dealers may engage in short sales of the Common Stock in the course of
hedging the position they assume with the Selling Stockholders. The Selling
Stockholders may also sell the Common Stock short and redeliver the Shares to
close out such short positions. The Selling Stockholder may also enter into
option or other transactions with broker-dealers which require delivery to such
broker-dealer of Shares offered hereby, which Shares such broker-dealer may
resell pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). The Selling Stockholders may also pledge shares to a broker-dealer
and, upon a default, such broker-dealer may effect sales of the pledged shares
pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). In addition, any shares that qualify for sale pursuant to Rule 144
may be sold under Rule 144 rather than pursuant to this Prospectus.
Brokers and dealers may receive compensation in the form of concessions or
commissions from the Selling Stockholders and/or purchasers of Shares for whom
they may act as agent (which compensation may be in excess of customary
commissions). The Selling Stockholders and any broker or dealer that
participates in the distribution of Shares may be deemed to be underwriters and
any commissions received by them and any profit on the resale of Shares
positioned by a broker or dealer may be deemed to be underwriting discounts and
commissions under the Securities Act.
The Company has advised the Selling Stockholders that Regulation M under
the Exchange Act may apply to sales of Shares and to the activities of the
Selling Stockholders or broker-dealers in connection therewith.
Pursuant to the Registration Rights Agreement, dated as of July 1, 1997, by
and among the Company and the Selling Stockholders (the "Registration Rights
Agreement"), the Company will pay registration expenses in connection with the
registration of the Shares. The Selling Stockholders and the Company have agreed
to indemnify each other against certain civil liabilities, including certain
liabilities under the Securities Act.
VALIDITY OF SECURITIES
The validity of the Shares to which this Prospectus relates will be passed
upon for the Company by McGuire, Woods, Battle & Boothe, L.L.P., Richmond,
Virginia, which serves as general counsel to the Company. As of July 15, 1997,
partners and associates of McGuire, Woods, Battle & Boothe, L.L.P., who
performed services in connection with the offering made by this Prospectus,
owned of record and beneficially 2,574 shares of Common Stock. Robert L. Burrus,
Jr., a director of the Company, is a partner of that firm.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this Prospectus by reference from Heilig-Meyers
Company's Annual Report on Form 10-K have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given their authority as experts in accounting and auditing.
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