HEILIG MEYERS CO
10-Q/A, 1999-02-08
FURNITURE STORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                                   FORM 10-Q/A
                                 AMENDMENT NO. 1
    

(Mark One)

   X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES 
- -------- EXCHANGE ACT OF 1934


For the quarterly period ended        November 30, 1998       or
                               -------------------------------

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
- -------- EXCHANGE ACT OF 1934

For the transition period from                     to 
                              --------------------    ----------------------

Commission file number                   #1-8484
                       ----------------------------------------------

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

  Virginia                                                  54-0558861
- --------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

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

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


- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes  X   No
                                      -----   -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of January 1, 1999.

                  59,777,405 shares of Common Stock, $2.00 par value.


<PAGE>
   
    

   
The Form 10-Q for the quarter ended  November 30, 1998 is amended by adding Item
5.
    

                                     PART II
                                OTHER INFORMATION
                            ITEM 5. OTHER INFORMATION


   
The SEC has adopted Rule 14a - 4(c),  effective June 29, 1998,  which determines
how proxies  designated  by public  corporations  may use  discretionary  voting
authority on  stockholder  proposals made at annual  meetings.  The Company will
have unrestricted use of discretionary voting authority,  without any discussion
of the  matter in the proxy  statement,  if it does not  receive  prior  written
notice of an intent to submit a proposal at the meeting.  For the Company's 1999
annual meeting of stockholders, this notice must be received by March 24, 1999.
    

   
    

<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                          Heilig-Meyers Company
                                          (Registrant)

   
Date: February 8, 1999                    /s/ Roy B. Goodman
                                          -------------------------------
                                          Roy B. Goodman
                                          Executive Vice President and Principal
                                          Financial Officer
    


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