HEILIG MEYERS CO
8-K/A, 1998-12-21
FURNITURE STORES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 8-K/A
                               AMENDMENT NUMBER 1


                                 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
                                                -------------------------------

                              Heilig-Meyers Company
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Virginia                      1-8484                  54-0558861
(State or other jurisdiction          (Commission            (IRS Employer
      of incorporation)               file number)           Identification No.)


12560 West Creek Parkway, Richmond, Virginia            23238
- --------------------------------------------------------------------------------
  (Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code       (804) 784-7300
                                                   ----------------------------


                                      N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>
         This  Amendment to Form 8-K filed on December 17, 1998 refiles  Exhibit
99 to include the balance sheet information  inadvertently  omitted from Exhibit
99.

Item 7.  Financial Statements and Exhibits

         (c)      Exhibits

                  The following exhibit is filed as a part of this report:

         Exhibit 99 - Press Release dated December 16, 1998.






<PAGE>



                                    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: December 21, 1998                        By: /s/ Roy B. Goodman
                                                   -----------------------------
                                                   Roy B. Goodman
                                                   Executive Vice President,
                                                   Principal Financial Officer




<PAGE>
                                  Exhibit Index

Exhibit
No.               Description                                            
- -------           -----------                                            

99                Press Release dated December 16, 1998



                                                                      EXHIBIT 99


FOR IMMEDIATE RELEASE:                            DECEMBER 16, 1998


         Richmond,   VA:   Heilig-Meyers   Company   (NYSE:HMY)  today  reported
consolidated results for the third quarter ended November 30, 1998. Net earnings
were $6.3 million or $0.10 per share, compared to a net loss of $49.1 million or
$0.87  per share in the prior  year  quarter.  Total  revenues  for the  quarter
increased  7.3% to $728.2  million  compared  to $678.5  million for the quarter
ended  November 30, 1997. For the  three-month  period,  comparable  store sales
increased 2.4%.

         For the nine months ended  November 30, 1998,  net earnings  were $25.2
million compared to a net loss of $26.1 million in the prior year.  Earnings per
share were $0.42  compared  to a net loss of $0.47 per share for the nine months
ended November 30, 1997. Total revenues for the nine months rose to $2.1 billion
from $1.8 billion in the prior year while comparable store sales increased 2.7%.

         William C. DeRusha, Chairman and Chief Executive Officer commented that
financial  results for the third  quarter were  impacted by lower than  expected
sales and the  underperformance  in the Company's Rhodes  division.  Mr. DeRusha
added that in conjunction  with evaluating  strategic  alternatives,  management
expects  to  amend  Rhodes'   merchandising   and  advertising   strategy  while
aggressively  lowering operating expenses during the fourth quarter. The Company
also announced  that George A. "Buck"  Thornton III,  Executive Vice  President,
Rhodes,  will be retiring and that Pat Stern,  Executive  Vice  President,  will
assume management  responsibilities  of the Rhodes division.  "Pat has extensive
experience in major market furniture  retailing and has demonstrated his ability
in other  divisions of the Company to rapidly  improve  operating  performance,"
said Mr. DeRusha.

         The Company  also  announced  that Joseph R.  Jenkins,  Executive  Vice
President has decided to retire effective  December 31, 1998. Mr. Jenkins joined
the Company in 1988 as Chief  Financial  Officer,  a position he held until July
1997. During his tenure with the Company,  Mr. Jenkins had also been responsible
for the Company's  support  operations,  the oversight of the Berrios  stores in
Puerto  Rico  and  most  recently  the  oversight  of the  Mattress  Discounters
division.

         Also  announced  was the  promotion  of Roy B. Goodman from Senior Vice
President  and Chief  Financial  Officer to Executive  Vice  President and Chief
Financial Officer. Mr. Goodman will assume certain  responsibilities  associated
with the Company's  support  operations,  which were  formerly  reporting to Mr.
Jenkins.

         The  Company  reported  that  today its Board of  Directors  declared a
quarterly  dividend of seven cents per share.  This dividend is payable February
13, 1999 to shareholders of record January 13, 1999.

         Heilig-Meyers  Company is the Nation's  largest  retailer of furniture,
bedding and related items.  As of November 30, 1998, the Company  operated 1,242
stores: 814 as Heilig-Meyers,  230 as Mattress Discounters,  95 as Rhodes, 71 as
The RoomStore and 32 in Puerto Rico as Berrios.

<TABLE>
                                                   HEILIG-MEYERS COMPANY
                                            CONSOLIDATED STATEMENTS OF EARNINGS
                                       (Amounts in thousands except per share data )
<CAPTION>

                                                        Three Months Ended                      Nine Months Ended
                                                           November 30,                           November 30,
                                                 ---------------------------------      ----------------------------------

                                                       1998               1997               1998                1997
                                                       ----               ----               ----                ----
<S>                                              <C>                <C>                 <C>                 <C>
Revenues:
       Sales                                     $     654,694      $     602,004       $   1,844,849       $   1,606,205
       Other income                                     73,515             76,464             227,306             228,799
                                                 --------------     --------------      --------------      --------------
            Total revenues                             728,209            678,468           2,072,155           1,835,004
                                                 --------------     --------------      --------------      --------------

Costs and expenses:
       Costs of sales                                  434,997            399,208           1,234,260           1,063,151
       Selling, general and administrative             233,550            233,566             664,781             613,367
       Interest                                         19,121             16,494              57,247              48,023
       Provision for doubtful accounts                  30,645            104,667              76,338             149,528
                                                 --------------     --------------      --------------      --------------
            Total costs and expenses                   718,313            753,935           2,032,626           1,874,069
                                                 --------------     --------------      --------------      --------------

Earnings before provision for income taxes               9,896            (75,467)             39,529             (39,065)

Provision for income taxes                               3,622            (26,345)             14,303             (12,983)
                                                 --------------     --------------      --------------      --------------

Net earnings                                     $       6,274      $     (49,122)      $      25,226       $     (26,082)
                                                 ==============     ==============      ==============      ==============

Net earnings per share of common stock:
       Basic                                     $        0.11      $       (0.87)      $        0.43       $       (0.47)
                                                 ==============     ==============      ==============      ==============

       Diluted                                   $        0.10      $       (0.87)      $        0.42       $       (0.47)
                                                 ==============     ==============      ==============      ==============



Weighted average shares:
       Basic                                            59,641             56,786              59,175              55,730
                                                 ==============     ==============      ==============      ==============
       Diluted                                          60,453             56,786              59,897              55,730
                                                 ==============     ==============      ==============      ==============


Cash dividends per share of common stock         $        0.07      $        0.07       $        0.21       $        0.21
                                                 ==============     ==============      ==============      ==============






<PAGE>
   
                                                     HEILIG-MEYERS COMPANY
                                             CONSOLIDATED CONDENSED BALANCE SHEETS
                                                     (Amounts in thousands)
<CAPTION>
                                                                        November 30,                        February 28,
                                                                            1998                                1998
                                                                    ------------------                  ------------------

ASSETS

Current assets:
        Cash                                                        $          18,804                   $          48,779
        Accounts receivable, net                                              267,378                             392,765
        Retained interest in securitized
              receivables                                                     208,670                             182,158
        Inventories                                                           532,264                             542,868
        Other current assets                                                  150,737                             126,978
                                                                    ------------------                  ------------------
             Total current assets                                           1,177,853                           1,293,548
                                                                    ------------------                  ------------------

Property and equipment, net                                                   385,823                             398,151
Other assets                                                                   65,818                              55,321
Excess costs over net assets acquired, net                                    353,439                             350,493
                                                                    ------------------                  ------------------

                                                                    $       1,982,933                   $       2,097,513
                                                                    ==================                  ==================



LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
        Notes payable                                               $         175,000                   $         260,000
        Long-term debt due within one year                                    130,941                              22,365
        Accounts payable                                                      210,209                             203,048
        Accrued expenses                                                      179,442                             216,738
                                                                    ------------------                  ------------------
             Total current liabilities                                        695,592                             702,151
                                                                    ------------------                  ------------------

Long-term debt                                                                583,303                             715,271
Deferred income taxes                                                          69,834                              70,937
Total stockholders' equity                                                    634,204                             609,154
                                                                    ------------------                  ------------------

                                                                    $       1,982,933                   $       2,097,513
                                                                    ==================                  ==================
    
</TABLE>


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