As filed with the Securities and Exchange Commission on July 25, 1997
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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HEILIG-MEYERS COMPANY
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation or organization)
54-0558861
(I.R.S. employer identification number)
2235 Staples Mill Road
Richmond, Virginia 23230
(804) 359-9171
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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David W. Robertson, Esq.
McGuire, Woods, Battle & Boothe, L.L.P.
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 775-1000
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
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Copies to:
Carter Strong, Esq.
Arent, Fox, Kintner, Plotkin & Kahn
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036-5339
(202) 857-6000
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Maximum Maximum
Class of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share(1) Price (2) Registration Fee
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Common Stock of Heilig-Meyers Company (par
value $2 per share) (1) 2,534,389 $16.84375 $42,688,615 $12,936
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(1) Each share of Common Stock being registered hereunder includes a
preferred share purchase right.
(2) Calculated pursuant to Rule 457(c) under the Securities Act of
1933, based on the average high/low price of Heilig-Meyers Company Common Stock
on July 23, 1997.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
SUBJECT TO COMPLETION, DATED July __, 1997
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 July 24, 1997 the last reported sale price of the
Common Stock on the New York Stock Exchange was $15 15/16 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 , 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:
(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).
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 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.
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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 HeiligMeyers 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 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
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compete effectively with the Company. The Company believes that its
Heilig-Meyers 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:
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Fiscal Years Ended
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Feb. 28, Feb. 29, Feb. 28, Feb. 28, Feb. 28,
1997 1996 1995 1994 1993
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Average number of installment
accounts receivable (in thousands)(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
</TABLE>
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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.
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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:
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Fiscal Years Ended
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Feb. 28, Feb. 29, Feb. 28, Feb. 28, Feb. 28,
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
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
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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.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders.
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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
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Warren S. Teitelbaum 1,317,883 52%
Steven M. Lytell 1,216,506 48%
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(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 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.
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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
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%.
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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 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
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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.
-10-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC registration fee....................................... $ 12,936
Accountants' fees and expenses............................. 5,000
Attorneys' fees and expenses............................... 10,000
Printing and engraving expenses............................ 2,000
State qualification fees and expenses...................... 1,000
Miscellaneous.............................................. 1,064
-------
Total................................................. $32,000
=======
- --------------
All fees and expenses other than the SEC registration fee are estimated.
Item 15. Indemnification of Directors and Officers
Article V of the Restated Articles of Incorporation of the Company provides:
1. Definitions. For purposes of this Article the following definitions
shall apply:
(a) "Corporation" means this Corporation only and no predecessor entity
or other legal entity;
(b) "expenses" include counsel fees, expert witness fees, and costs of
investigation, litigation and appeal, as well as any amounts expended in
asserting a claim for indemnification;
(c) "liability" means the obligation to pay a judgment, settlement,
penalty, fine, or other such obligation, including, without limitation, any
excise tax assessed with respect to an employee benefit plan;
(d) "legal entity" means a corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise;
(e) "predecessor entity" means a legal entity the existence of which
ceased upon its acquisition by the Corporation in a merger or otherwise; and
(f) "proceeding" means any threatened, pending, or completed action,
suit, proceeding or appeal whether civil, criminal, administrative or
investigative and whether formal or informal.
2. Limit On Liability. In every instance permitted by the Virginia Stock
Corporation Act, as it exists on the date hereof or may hereafter be amended,
the liability of a director or officer of the Corporation to the Corporation or
its shareholders arising out of a single transaction, occurrence or course of
conduct shall be eliminated.
3. Indemnification of Directors and Officers. The Corporation shall
indemnify any individual who is, was or is threatened to be made a party to a
proceeding (including a proceeding by or in the right of the Corporation)
because such individual is or was a director or officer of the Corporation or
because such individual is or was serving the Corporation or any other legal
entity in any capacity at the request of the Corporation while a director or
officer of the Corporation against all liabilities and reasonable expenses
incurred in the proceeding, except such liabilities and expenses as are incurred
because of such individual's willful misconduct or knowing violation of the
criminal law. Service as a director or officer of a legal entity controlled by
the Corporation shall be deemed
II-1
<PAGE>
service at the request of the Corporation. The determination that
indemnification under this Section 3 is permissible and the evaluation as to the
reasonableness of expenses in a specific case shall be made, in the case of a
director, as provided by law, and in the case of an officer, as provided in
Section 4 of this Article; provided, however, that if a majority of the
directors of the Corporation has changed after the date of the alleged conduct
giving rise to a claim for indemnification, such determination and evaluation
shall, at the option of the person claiming indemnification, be made by special
legal counsel agreed upon by the Board of Directors and such person. Unless a
determination has been made that indemnification is not permissible, the
Corporation shall make advances and reimbursements for expenses incurred by a
director or officer in a proceeding upon receipt of an undertaking from such
director or officer to repay the same if it is ultimately determined that such
director or officer is not entitled to indemnification. Such undertaking shall
be an unlimited, unsecured general obligation of the director or officer and
shall be accepted without reference to such director's or officer's ability to
make repayment. The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that a director or officer acted in such a manner as
to make such director or officer ineligible for indemnification. The Corporation
is authorized to contract in advance to indemnify and make advances and
reimbursements for expenses to any of its directors or officers to the same
extent provided in this Section.
4. Indemnification of Others. The Corporation may, to a lesser extent or to
the same extent that it is required to provide indemnification and make advances
and reimbursements for expenses to its directors and officers pursuant to
Section 3, provide indemnification and make advances and reimbursements for
expenses to its employees and agents, the directors, officers, employees and
agents of its subsidiaries and predecessor entities, and any person serving any
other legal entity in any capacity at the request of the Corporation, and may
contract in advance to do so. The determination that indemnification under this
Section 4 is permissible, the authorization of such indemnification and the
evaluation as to the reasonableness of expenses in a specific case shall be made
as authorized from time to time by general or specific action of the Board of
Directors, which action may be taken before or after a claim for indemnification
is made, or as otherwise provided by law. No person's rights under Section 3 of
this Article shall be limited by the provisions of this Section 4.
5. Miscellaneous. The rights of each person entitled to indemnification
under this Article shall inure to the benefit of such person's heirs, executors
and administrators. Special legal counsel selected to make determinations under
this Article may be counsel for the Corporation. Indemnification pursuant to
this Article shall not be exclusive of any other right of indemnification to
which any person may be entitled, including indemnification pursuant to a valid
contract, indemnification by legal entities other than the Corporation and
indemnification under policies of insurance purchased and maintained by the
Corporation or others. However, no person shall be entitled to indemnification
by the Corporation to the extent such person is indemnified by another,
including an insurer. The Corporation is authorized to purchase and maintain
insurance against any liability it may have under this Article or to protect any
of the persons named above against any liability arising from their service to
the Corporation or any other legal entity at the request of the Corporation
regardless of the Corporation's power to indemnify against such liability. The
provisions of this Article shall not be deemed to preclude the Corporation from
entering into contracts otherwise permitted by law with any individuals or legal
entities, including those named above. If any provision of this Article or its
application to any person or circumstance is held invalid by a court of
competent jurisdiction, the invalidity shall not affect other provisions or
applications of this Article, and to this end the provisions of this Article are
severable.
6. Application; Amendments. The provisions of this Article shall be
applicable from and after its adoption even though some or all of the underlying
conduct or events relating to a proceeding may have occurred before its
adoption. No amendment, modification or repeal of this Article shall diminish
the right provided hereunder to any person arising from conduct or events
occurring before the adoption of such amendment, modification or repeal.
II-2
<PAGE>
Item 16. Exhibits
4.1 Company's Restated Articles of Incorporation, filed with the Commission
as Exhibit 3(a) to Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1990 (No. 1-8484), are incorporated herein by
this reference.
4.2 Articles of Amendment to Company's Restated Articles of Incorporation,
filed with the Commission as Exhibit 4 to Company's Form 8 (Amendment
No. 5 to Form 8-A filed April 26, 1983) filed August 6, 1992 (No.
1-8484), are incorporated herein by this reference.
4.3 Articles of Amendment to Company's Restated Articles of Incorporation,
filed with the Commission as Exhibit 3(c) to Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1993 (No. 1-8484), are
incorporated herein by this reference.
4.4 Articles of Amendment to Company's Restated Articles of Incorporation,
filed with the Commission as Exhibit 3(d) to Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1995 (No. 1-8484), are
incorporated herein by this reference.
4.5 Company's By-laws, as amended, filed with the Commission as Exhibit
3(e) to Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1997 (No. 1-8484), are incorporated herein by this
reference.
4.6 Rights Agreement dated as of February 17, 1988 (the "Rights Agreement")
between the Company and Crestar Bank, filed with the Commission as
Exhibit (2) to Company's Registration Statement on Form 8- A dated
February 19, 1988 (No. 1-8484), is incorporated herein by this
reference.
4.7 Supplements Nos. 1-4 dated September 15, 1989 to Rights Agreement filed
with the Commission as Exhibits 2(a)-(d) to Form 8 (No. 1-8484) filed
with the Commission on September 20, 1989, are incorporated herein by
this reference.
5.1 Opinion and consent of McGuire, Woods, Battle & Boothe, L.L.P. as to
the validity of the Shares.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of McGuire, Woods, Battle & Boothe, L.L.P. (included as part of
Exhibit 5.1).
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (see signature page).
Item 17. Undertakings
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
II-3
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities Act of
1933 if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrants' annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Richmond and Commonwealth of Virginia, on July 23, 1997.
HEILIG-MEYERS COMPANY
By: /s/ William C. DeRusha
---------------------------
William C. DeRusha
Chairman of the Board
Principal Executive Officer
Power of Attorney
Each individual whose signature appears below appoints William C. DeRusha
and Troy A. Peery, Jr., and each of them, as such individual's true and lawful
attorneys-in-fact and agents with full power of substitution, for such
individual and in his or her name, place and stead, in any and all capacities
stated below, to sign any and all amendments (including post-effective
amendments) to this registration statement and any registration statement
related to the offering contemplated by this registration statement that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or could do
in person to enable the Company to comply with the Securities Act of 1933 and
all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
--------- ----- ----
/s/ William C. DeRusha Chairman of the Board; July 23, 1997
- ------------------------------ Principal Executive
William C. DeRusha Officer; Director
/s/ Troy A. Peery, Jr. President; Director July 23, 1997
- ------------------------------
Troy A. Peery, Jr.
/s/ Roy B. Goodman Senior Vice President, July 23, 1997
- ------------------------------ Finance; Principal
Roy B. Goodman Financial Officer
/s/ William J. Dieter Senior Vice President, July 23, 1997
- ------------------------------ Accounting; Principal
William J. Dieter Accounting Officer
/s/ Hyman Meyers Director July 22, 1997
- ------------------------------
Hyman Meyers
<PAGE>
/s/ S. Sidney Meyers Director July 22, 1997
- ------------------------------
S. Sidney Meyers
/s/ Nathaniel Krumbein Director July 22, 1997
- ------------------------------
Nathaniel Krumbein
/s/ Alexander Alexander Director July 22, 1997
- ------------------------------
Alexander Alexander
/s/ Robert L. Burrus, Jr. Director July 22, 1997
- ------------------------------
Robert L. Burrus, Jr.
/s/ Benjamin F. Edwards, III Director July 22, 1997
- ------------------------------
Benjamin F. Edwards, III
/s/ Alan G. Fleischer Director July 22, 1997
- ------------------------------
Alan G. Fleischer
/s/ Lawrence N. Smith Director July 22, 1997
- ------------------------------
Lawrence N. Smith
/s/ Charles A. Davis Director July 22, 1997
- ------------------------------
Charles A. Davis
/s/ Beverley E. Dalton Director July 22, 1997
- ------------------------------
Beverley E. Dalton
/s/ Eugene P. Trani Director July 22, 1997
- ------------------------------
Eugene P. Trani
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
5.1 Opinion and consent of McGuire, Woods, Battle & Boothe, L.L.P. as to
the validity of the Shares.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of McGuire, Woods, Battle & Boothe, L.L.P. (included as part of
Exhibit 5.1).
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (see signature page).
[Letterhead of McGuire, Woods, Battle & Boothe, L.L.P.]
Exhibit 5.1
July 25, 1997
Heilig-Meyers Company
2235 Staples Mill Road
Richmond, Virginia 23230
Re: Registration Statement on Form S-3
2,534,389 Shares of Common Stock
Ladies and Gentlemen:
In connection with the registration of 2,534,389 shares of common
stock, par value $2.00 per share (the "Common Stock"), of Heilig-Meyers Company,
a Virginia corporation (the "Company"), under the Securities Act of 1933, as
amended (the "Act"), on Form S-3 to be filed with the Securities and Exchange
Commission on the date hereof (the "Registration Statement"), and the offering
of such Common Stock as described in the Registration Statement, you have
requested our opinion with respect to the matters set forth below.
In connection with this opinion, we have relied, among other things,
upon our examination of such records of the Company and certificates of officers
of the Company and of public officials as we have deemed appropriate.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:
1. The Company is duly organized and validly existing under the
laws of the Commonwealth of Virginia; and
2. The shares of Common Stock registered pursuant to the
Registration Statement have been duly authorized and are
validly issued, fully paid and nonassessable.
We also reaffirm our opinion regarding the rights to purchase preferred
stock, series A, $10.00 par value, of the Company ("the Rights"), attached in
equal number to the shares of Common Stock registered under the Registration
Statement, given to the Company's Board of Directors as confirmed in our letter
of
<PAGE>
Heilig-Meyers Company
July 25, 1997
Page 2
February 17, 1988, attached to our opinion filed as Exhibit 5 to the
Heilig-Meyers Company Registration Statement (No. 33-64616) on Form S-8. In our
opinion regarding the Rights, we discussed whether certain provisions of Section
13.1-638 of the Virginia Code might prohibit the restrictions on transfer
imposed under the agreement governing the Rights. The Virginia Code has been
amended to provide that, notwithstanding such provisions of Section 13.1-638,
the terms of rights issued by a corporation may include restrictions on transfer
by designated persons or classes of persons.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to reference to us under the heading relating to the
validity of the shares of Common Stock in the Registration Statement (including
the applicable Prospectus relating to such shares). We do not admit by giving
this consent that we are in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe, L.L.P.
EXHIBIT 23.1
INDEPENDENT AUDITORS'CONSENT
We consent to the incorporation by reference in this Registration Statement of
Heilig-Meyers Company on Form S-3 of our report dated March 25, 1997, appearing
in the Annual Report on Form 1O-K of Heilig-Meyers Company and subsidiaries for
the year ended February 28, 1997 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Richmond, Virginia
July 24, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent Public Accounts, we hereby consent to the incorporation by
reference in this registration statement of our reports dated April 25, 1996
incorporated by reference in Heilig-Meyers Company Form 8-K/A and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
July 21, 1997
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We Consent to the incorporation by reference in this Registration Statement of
Heilig-Meyers Company on Form S-3 to be filed on or about July 24, 1997 of our
report dated January 5, 1996 on the financial statements of Weberg Division (a
division of Weberg Enterprises, Inc.) as of and for the year ended December 31,
1994 which is incorporated by reference in Amendment No. 1 to Form 8-K dated
February 19, 1997 of Heilig-Meyers Company.
/s/ Deloitte & Touche LLP
Denver, Colorado
July 24, 1997
