Registration No. 333-64447
Filed pursuant to Rule 424(b)(5)
666,667 shares
HEILIG-MEYERS COMPANY
COMMON STOCK
This Prospectus relates to 666,667 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 stockholder
named herein (the "Selling Stockholder"). 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 January 8, 1999 the last reported sale price of the
Common Stock on the New York Stock Exchange was $ 7 1/16 per share.
The Selling Stockholder has 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 Stockholder.
(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 January 11, 1999.
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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, 1998 as amended by Form 10-K/A (Amendment No. 1)
and Form 10-K/A (Amendment No. 2);
(b) the quarterly reports on Form 10-Q for the quarterly periods
ended May 31, 1998 and August 31, 1998;
(c) the Company's current Reports on Form 8-K filed on December 3,
1998, December 8, 1998, and December 17, 1998, as amended by
Form 8-K/A filed on December 21, 1998;
(d) 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, July
28, 1994, and February 19, 1998, respectively (File No. 1-8484);
and
(e) 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 19, 1998 (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.
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, 12560 West Creek Parkway, Richmond, Virginia
23238; Attention: Paige H. Wilson, Secretary, telephone (804) 784-7300.
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HEILIG-MEYERS COMPANY
BUSINESS
General
The Company is the nation's largest publicly held specialty retailer of
home furnishings with 1,246 stores as of August 31, 1998 in 37 states,
Washington, D.C. and Puerto Rico. The Company currently operates stores under
four formats. The "Heilig-Meyers" format is associated with the Company's
historical operations in the continental United States (815 stores as of August
31, 1998), as well as 32 stores operating in Puerto Rico under the "Berrios"
name. The majority of the Heilig-Meyers stores operate in smaller markets with a
broad line of merchandise. The "Rhodes" format is used for the 101 stores, as of
August 31, 1998 with a retail strategy of selling quality furniture to a broad
base of middle income customers. "The RoomStore" format is utilized for 69
stores primarily located in seven states. Stores using The RoomStore format
display and sell furniture in complete room packages. The rooms are arranged by
professional designers and sell at a value if purchased as a group. The
"Mattress Discounters" format is used for 229 stores as of August 31, 1998.
Mattress Discounters is the nation's largest retail bedding specialist. As a
result of the acquisition of Rhodes, The RoomStore and Mattress Discounters, the
Company now has the ability to match operating formats to markets with
appropriate demographic and competitive factors.
The Company's executive offices are located at 12560 West Creek
Parkway, Richmond, Virginia 23238. The telephone number is (804) 784-7300.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholder.
SELLING STOCKHOLDER
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
Stockholder which are covered by this Prospectus. The number of shares of Common
Stock offered pursuant to this Prospectus for the account of the Selling
Stockholder equals the total number of shares of Common Stock owned by the
Selling Stockholder as of the date of this Prospectus.
Common Stock Ownership
Prior to The Offering
Name of the Selling Stockholder Number
------------------------------- ------
Gregory L. Freeman 666,667
Mr. Freeman acquired the shares of Common Stock which are covered by
this Prospectus on September 1, 1998 in connection with the acquisition of
certain assets of Guardian Protection Products, a California corporation
("Guardian Protection"), by a subsidiary of the Company. Mr. Freeman was sole
stockholder of Guardian Protection. In November 1998, the agreement relating to
this acquisition was amended to release shares of Common Stock previously held
in escrow and to amend the provisions of the agreement with respect to the
Company's obligation to issue additional shares of Common Stock in the event the
Common Stock did not trade at $15.00 per share or more for a specified period
during the six-month period following closing. Under the agreement as amended,
unless the Common Stock trades for at least ten consecutive trading days during
the period from September 1, 1998 through August 31, 1999 at a per share price
of $15.00 or more, additional shares will be issued so that the aggregate number
of shares issued in connection with this acquisition equals $10 million divided
by the average closing price per share for the Common Stock for the ten trading
days ending on August 31, 1999 or such earlier date as may be selected by the
Company. Any such additional shares issued by the Company are not covered by
this Prospectus; however, such shares may be registered pursuant to an amendment
to the Registration Statement of which this Prospectus is a part or pursuant to
a separate registration statement of the Company filed pursuant to the
Securities Act.
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholder has advised the Company that he 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
connection with the distribution of the Shares or otherwise, the Selling
Stockholder 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 Stockholder. The Selling Stockholder 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 Stockholder
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 Stockholder and/or purchasers of Shares for whom
they may act as agent (which compensation may be in excess of customary
commissions). The Selling Stockholder 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 Stockholder that Regulation M under
the Exchange Act may apply to sales of Shares and to the activities of the
Selling Stockholder or broker-dealers in connection therewith.
Pursuant to the Private Placement and Registration Rights Agreement,
dated as of September 1, 1998, by and among the Company and the Selling
Stockholder (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 LLP, Richmond,
Virginia, which serves as general counsel to the Company. As of December 31,
1998, partners and associates of McGuire, Woods, Battle & Boothe LLP, who
performed services in connection with the offering made by this Prospectus,
owned of record and beneficially 41,824 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 the
Company's Amendment No. 2 to the 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 upon their authority as experts in accounting and
auditing.
