AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1999
REGISTRATION NO. 33-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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 54-0558861
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
12560 West Creek Parkway,
Richmond, Virginia 23238
(Address of principal executive offices) (Zip Code)
HEILIG-MEYERS COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Paige H. Wilson
Senior Vice President, Treasurer and Secretary
Heilig-Meyers Company
12560 West Creek Parkway
Richmond, Virginia 23238
Telephone: (804) 784-7554
(Name, address and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Aggregate Amount of
be Registered Registered Price Per Share (1) Offering Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C>
Common
Stock, $ 2.00
par value 960,000 $7.0625 $6,780,000 $1884.84
shares
Rights to Purchase
Preferred Stock, 960,000 (2) (2) (2)
Series A, par value
$10.00
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee and
based, pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, on
the average of the high and low per share sales price of the registrant's Common
Stock as reported on the New York Stock Exchange on June 25, 1999.
(2) The Rights to Purchase Preferred Stock will be attached to and trade with
shares of the Common Stock of the Company. Value attributable to such rights, if
any, will be reflected in the market price of the shares of Common Stock. No fee
is required pursuant to Section 6(b) of the Securities Act of 1933 and 17 C.F.R.
ss.230.236.
1
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The purpose of this Registration Statement is to register 960,000
additional shares of Common Stock, $2.00 par value, ("Common Stock"), of
Heilig-Meyers Company (the "Company") upon the exercise of stock options granted
or to be granted pursuant to the Heilig-Meyers Company Employee Stock Purchase
Plan. The Registrant hereby incorporates by reference all information included
in its Form S-8 Registration Statement No. 33-43791 filed with the Commission on
November 5, 1991 which should be read in conjunction with the information
contained herein.
The Company hereby incorporates by reference into this Registration
Statement the following documents which have been filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1999.
(b) The Company's Form 8-K filed June 17, 1999.
(c) 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 the amendment on Form
8-A/A dated February 19, 1998, respectively (File No. 1-8484); and
(d) 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 subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the respective dates of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The laws of the Commonwealth of Virginia pursuant to which the Company
is incorporated permit it to indemnify its officers and directors against
certain liabilities arising by reason of the fact that the person is or was a
director, officer, employee or agent of the Company. The Articles of
Incorporation of the Company provide for the indemnification of each director
and officer (including former directors and officers and each person who may
have served at the request of the Comany as a director or officer of any other
legal entity and, in all cases, his heirs, executors and administrators) against
liabilities (including expenses) reasonably incurred by him in connection with
any actual or threatened action suit or proceeding to which he may be made a
party by reason of his being or having been a director or officer of the
Company, except in relation to any action, suit or proceeding in which he has
been adjudged liable because of willful misconduct or a knowing violation of
criminal law.
The Company has purchased directors' and officers' liability insurance,
and company reimbursement insurance which covers all directors and officers of
the Company and its subsidiaries.
ITEM 8. EXHIBITS
Exhibit
Number Description
4.1 Registrant's Restated Articles of Incorporation, as
amended, filed as Exhibit 3(a) to Registrant's
Annual Report on Form 10-K for the fiscal year ended
February 28, 1998 are incorporated herein by this reference.
4.2 Registrant's Amended and Restated Bylaws, as amended, filed as
Exhibit 4.2 to Registrant's Registration Statement on Form S-8
(No: 333-81743).
2
<PAGE>
5.1 Opinion of McGuire, Woods, Battle & Boothe LLP.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of McGuire, Woods, Battle & Boothe LLP (included as
part of Exhibit 5.1).
24.1 Power of Attorney (see signature page).
99.1 Heilig-Meyers Employee Stock Purchase Plan Amendment and
Restatement effective as of January 1, 1993.
99.2 First Amendment to the Heilig-Meyers Company Employee Stock
Purchase Plan effective as of June 16, 1999.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) (1) 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 of 1933;
(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;
(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)(1)(i) and (a)(1)(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 with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 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 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 Act and will be governed by the final adjudication of such
issue.
(d) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
3
<PAGE>
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia, on June 30, 1999.
HEILIG-MEYERS COMPANY
By: /s/ William C. DeRusha June 30, 1999
---------------------------------
William C. DeRusha
Chairman of the Board, Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints William C.
DeRusha and Roy B. Goodman, or any of them, his true and lawful attorney-in-fact
to sign on his behalf, as an individual and in the capacity stated below, any
amendment or post- effective amendment to this registration statement which said
attorney-in-fact may deem appropriate or necessary.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C>
/s/ Roy B. Goodman June 30, 1999
- ---------------------------------------
Roy B. Goodman
Senior Vice President
and Chief Financial Officer (Principal Financial Officer)
/s/ William J. Dieter June 30, 1999
- ---------------------------------------
William J. Dieter
Senior Vice President, Accounting
and Chief Accounting Officer (Principal Accounting Officer)
/s/ Alexander Alexander June 30, 1999
- ---------------------------------------
Alexander Alexander
Director
/s/ Robert L. Burrus, Jr. June 30, 1999
- ---------------------------------------
Robert L. Burrus, Jr.
Director
/s/ Beverly E. Dalton June 30, 1999
- ---------------------------------------
Beverly E. Dalton
Director
/s/ Charles A. Davis June 30, 1999
- ---------------------------------------
Charles A. Davis
Director
/s/ Benjamin F. Edwards III June 30, 1999
- ---------------------------------------
Benjamin F. Edwards III
Director
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
/s/ Lawrence N. Smith June 30, 1999
- ---------------------------------------
Lawrence N. Smith
Director
/s/ Eugene P. Trani June 30, 1999
- ---------------------------------------
Eugene P. Trani
Director
/s/ L. Douglas Wilder June 30, 1999
- ---------------------------------------
L. Douglas Wilder
Director
</TABLE>
6
EXHIBIT 5.1
July 1, 1999
Heilig-Meyers Company
12560 West Creek Parkway
Richmond, Virginia 23230
Ladies and Gentlemen:
You propose to file as soon as possible with the Securities and
Exchange Commission a registration statement on Form S-8 (the "Registration
Statement") relating to the Heilig-Meyers Company Employee Stock Purchase Plan
(the "Plan"). The Registration Statement covers 960,000 shares of Common Stock
of Heilig-Meyers Company, a Virginia Corporation (the "Company") which have been
reserved for issuance under the Plan. The Registration Statement also covers
960,000 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
which may be issued under the Plan.
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.
Based on the foregoing, we are of the opinion that the 960,000 shares
of Common Stock which are authorized for issuance under the Plan, when issued in
accordance with the terms and provisions of the Plan, will be duly authorized,
legally issued, fully paid and nonassessable.
We also reaffirm our opinion regarding the Rights given to the
Company's Board of Directors as confirmed in our letter of February 10, 1998, a
copy of which is attached hereto.
We consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe LLP
7
EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration
Statement of Heilig-Meyers Company on Form S-8 of our report dated March 24,
1999, except for Note 17 as to which the date is June 1, 1999, appearing in the
Annual Report on Form 10-K of Heilig-Meyers Company and subsidiaries for the
year ended February 28, 1999.
/s/ DELOITTE & TOUCHE LLP
Richmond, Virginia
June 30, 1999
8
HEILIG-MEYERS COMPANY
EMPLOYEE STOCK PURCHASE PLAN
AMENDMENT AND RESTATEMENT
The Heilig-Meyers Company Employee Stock Purchase Plan (the "Plan")
provides eligible employees of Heilig-Meyers Company, a Virginia corporation
(the "Company"), an opportunity to purchase common stock of the Company ("Common
Stock") with payroll deductions and Company matching contributions.
1. Amount of Stock Subject to the Plan. The total number of shares of
Common Stock that may be purchased under the Plan shall be 540,000, as adjusted
to reflect certain stock dividends, and subject to further adjustment as
provided in Section 12. Such shares may be newly issued shares from the
Company's authorized but unissued Common Stock or may be shares purchased for
the Plan on the open market.
2. Eligible Employees. All present and future regular employees of the
Company and its parent and subsidiary corporations (whether now existing or
hereafter created or acquired) who are employed below the level of Division
Supervisor or Vice President are eligible to participate in the Plan except, as
of any Enrollment Date (as defined in Section 4), (i) employees who have
completed less than one year of Eligibility Service (defined below), or (ii)
employees who are subject to Section 16 of the Securities Exchange Act of 1934.
For purposes of the Plan, "Eligibility Service" means continuous employment with
the Company as a regular employee. "Regular employee" means a full-time employee
who works 30 or more hours a week. Determinations whether an employee is a
regular employee and whether an employee has completed one year of Eligibility
Service shall be uniform in nature and applicable to all persons similarly
situated.
3. Administration of the Plan. The Plan shall be administered by the
Compensation Committee of the Board of Directors (the "Committee"). The
Committee shall have all powers necessary to administer the Plan, including the
power to construe and interpret the Plan's documents; to decide all questions
relating to an employee's employment status and eligibility to participate in
the Plan; to make adjustments to the limitations on payroll deductions set forth
in Section 5; to employ such other persons as are necessary for the proper
administration of the Plan; and to make all other determinations necessary or
advisable in administering the Plan. Any construction, interpretation, or
application of the Plan by the Committee shall be final, conclusive and binding.
<PAGE>
The Committee shall appoint an officer or other employee of the Company to
serve as Plan Administrator. The Plan Administrator shall be responsible for the
general administration of the Plan and such other matters as the Committee deems
necessary for the efficient and proper administration of the Plan.
4. Participation in Plan. An eligible employee may commence or recommence
(subject to limitations set forth below), participation in the Plan effective on
any March 1 or September 1 ("Enrollment Dates") by completing and delivering to
the designated individuals in the Benefits Section of the Company's Human
Resources Department (the "Benefits Section") a form prescribed by the Committee
(the "Authorization Form"). The employee must deliver the Authorization Form to
the designated individuals in the Benefits Section at least 15 days before the
desired Enrollment Date. The Authorization Form shall authorize payroll
deductions from the employee's Compensation. For purposes of the Plan,
"Compensation" means all compensation and commissions (estimated as deemed
necessary by the Committee) before any deductions or withholding and including
overtime and bonuses, but exclusive of all amounts paid as reimbursements of
expenses including those paid as part of commissions. Eligible employees who
participate in the Plan are referred to herein as Participating Employees.
Notwithstanding the foregoing paragraph, employees may commence
participation in the Plan during the year in which the Plan first becomes
effective by completing and delivering to the designated individuals in the
Benefits Section an Authorization Form by December 16, 1991.
5. Payroll Deductions, Limitations, and Employee Accounts. A payroll
deduction shall be made as a percentage of Compensation payable to each
Participating Employee for each payroll period as specified in the Employee's
Authorization Form. Payroll deductions for each payroll period shall not be less
than 2% nor more than 10% of Compensation for such payroll period. Payroll
deduction specifications must be made in 1% increments.
All payroll deductions shall be credited to an account that a custodian
appointed by the Committee (the "Custodian") shall establish in the name of each
Participating Employee (the "Payroll Deduction Account").
The maximum amount that may be deducted for each Participating Employee in
any one calendar year is $2,975.00. When a Participating Employee's aggregate
payroll deductions for the calendar year total $2,975.00, the Participating
Employee's purchase of Common Stock and payroll deductions shall be suspended
for the remainder of the calendar year. However, the Participating Employee
shall continue to be a participant under the Plan unless he terminates his
participation, and his purchase of Common Stock and payroll deductions will be
resumed for the first payroll period of the next calendar year.
<PAGE>
6. Changes in Payroll Deductions. A Participating Employee may change the
percentage of his payroll deductions, subject to the minimums and maximums set
forth above, effective on any March 1 or September 1, by delivering to the
Benefits Section a new Authorization Form at least 15 days before the effective
date of change.
7. Company Matching Contribution. The Company shall contribute an amount
equal to 17.65% of each Participating Employee's payroll deductions for each
payroll period (the "Company Contribution"). The Company Contribution shall be
delivered to the Custodian in cash and shall be credited to the Participating
Employee's Payroll Deduction Account. The Company Contribution shall be made on
or before each Purchase Date (as defined in Section 9) with respect to payroll
deductions made since the last Purchase Date.
8. Purchase Price. The purchase price ("Purchase Price") for each share of
Common Stock, including shares purchased by dividend reinvestment, shall be 100%
of the fair market value of such shares on the Purchase Date (as defined in
Section 9).
For shares issued by the Company, the fair market value of the Common Stock
shall be the average of the highest and lowest registered sales prices of the
Common Stock on the New York Stock Exchange (or the primary exchange on which
the Common Stock is then traded) on each Purchase Date. With respect to shares
purchased on the open market, the fair market value of the Common Stock shall be
the price paid for such shares.
9. Method of Purchase and Purchase Accounts. The last business day of each
month shall be a Purchase Date. On each Purchase Date, the funds in the Payroll
Deduction Accounts shall be applied to the purchase from the Company of the
number of whole shares and fractional interests in shares of Common Stock as
such funds can purchase at the Purchase Price on that Purchase Date, unless the
Company notifies the Custodian at least 10 days before the Purchase Date that
all of the shares required shall be obtained on the open market. In the latter
event, the Custodian shall apply the funds in the Payroll Deduction Accounts to
the purchase of whole shares of Common Stock on the open market.
The Company shall reimburse the Custodian for any expenses incurred by it
in effecting any open market purchases. The shares and fractional interests in
shares of Common Stock acquired under the Plan (rounded to the nearest ten
thousandth) shall be credited to a Purchase Account maintained by the Custodian
for each Participating Employee.
<PAGE>
Dividends paid with respect to the Common Stock held in the Purchase
Accounts shall be automatically reinvested in Common Stock under the Plan. The
reinvestment shall be effected through the crediting of such dividends to the
Participating Employees' Payroll Deduction Accounts on the date such dividends
are received by the Custodian or as soon thereafter as administratively
feasible. All funds in the Payroll Deduction Account (from payroll deductions,
Company Contributions and dividends) shall be applied to the purchase of shares
of Common Stock on the next Purchase Date.
10. Rights as a Shareholder. Participating Employees shall have all the
rights of shareholders with respect to shares of Common Stock acquired under the
Plan, including the right to vote such shares and receive annual reports, proxy
statements and other documents generally sent to shareholders. By written
notification delivered to the Custodian, a Participating Employee shall have the
right:
(a) to obtain a certificate for the whole shares of Common Stock
credited to his Purchase Account; or
(b) to direct that any whole shares in his Purchase Account be sold
as soon as administratively feasible, and that the proceeds, less
selling expenses, be remitted to him.
11. Rights Not Transferable. Rights under the Plan are not transferable by
a Participating Employee.
12. Certain Adjustments in the Case of Stock Dividends or Splits. The
Committee shall make appropriate adjustments in the number of shares of Common
Stock which may be purchased under the Plan if there are changes in the Common
Stock by reason of stock dividends, stock splits, reverse stock splits,
recapitalization, merger or consolidation.
13. Termination of Participation in Plan. A Participating Employee may at
any time and for any reason terminate his participation in the Plan by written
notification of his withdrawal delivered to the designated individuals in the
Benefits Section. An employee's participation in the Plan shall also terminate
upon his ceasing to be employed by the Company, whether by reason of death or
otherwise, or upon ceasing to be a regular employee, or upon his being promoted
to a position at or above the level of Division Supervisor or Vice President, or
upon his becoming subject to Section 16 of the Securities Exchange Act of 1934.
With respect to each terminated participant, (i) payroll deductions shall cease
as of the first day of the next payroll period, or as soon as administratively
feasible, after delivery of notification of withdrawal, termination of
<PAGE>
employment, ceasing to be a regular employee, being promoted to a position at or
above the Division Supervisor or Vice President level, or becoming subject to
Section 16 of the Securities Exchange Act of 1934, whichever is applicable, and
(ii) no purchases shall be made after the Purchase Date for the calendar month
in which the last payroll deduction is made. A terminated participant shall
elect:
(a) to obtain a certificate for the whole shares of Common Stock
credited to his Purchase Account; or
(b) to direct that the Custodian sell the whole shares of Common
Stock credited to his Purchase Account as soon as administratively
feasible, and that the proceeds, less selling expenses, be remitted to
him.
In either event, the terminated participant shall receive a cash payment
for any fractional interest in a share of Common Stock credited to his Purchase
Account. Such cash payment shall be based on the market value of the Common
Stock on the next date whole shares are sold for Plan participants after the
terminated participant elects whether to obtain a certificate for or to direct
the sale of his whole shares. If the terminated participant fails to make an
election within 60 days following termination or otherwise becoming ineligible,
he shall be deemed to have elected to obtain certificates for his whole shares.
In the event a Participating Employee's participation is terminated by death,
delivery of any certificate and monies under this paragraph shall be made to the
employee's beneficiary as designated on a form prescribed by the Committee. Any
beneficiary so designated is bound by the terms of the Plan. If no beneficiary
has been designated, such delivery shall be made to the legal representative of
the deceased employee's estate.
An employee who has withdrawn from the Plan or whose participation in the
Plan has terminated may not recommence participation in the Plan during the
6-month period next following the effective date of such withdrawal or
termination.
14. Amendment of the Plan. The Board of Directors may, at any time, or from
time to time, amend the Plan in any respect.
15. Termination of the Plan. The Plan and all rights of employees hereunder
shall terminate:
(a) on the Purchase Date that Participating Employees become entitled
to purchase a number of shares of Common Stock greater than the number of
shares remaining unpurchased out of the total number of shares which
may be purchased under the Plan; or
<PAGE>
(b)at any earlier date at the discretion of the Board of Directors.
In the event that the Plan terminates under circumstances described in (a)
above, the Common Stock remaining unpurchased as of the termination date shall
be allocated to Participating Employees for purchase on a pro rata basis.
16. Effective Date of Plan. The Plan shall become effective on October 9,
1991 or as soon thereafter as a Registration Statement under the Securities Act
of 1933, as amended, covering the shares to be issued under the Plan has become
effective. The effective date of this amendment and restatement is January 1,
1993.
17. Government and Other Regulations. The Plan, and the rights to purchase
Common Stock hereunder, and the Company's obligation to sell and deliver Common
Stock upon the exercise of rights to purchase Common Stock, shall be subject to
all applicable federal, state and foreign laws, rules and regulations, and to
such approvals by any regulatory or government agency as may, in the opinion of
counsel for the Company, be required.
18. Indemnification of Committee. Service on the Committee shall constitute
service as a director of the Company so that members of the Committee shall be
entitled to indemnification and reimbursement as directors of the Company
pursuant to its Articles of Incorporation and By-Laws.
EXHIBIT 99.2
FIRST AMENDMENT TO THE
HEILIG-MEYERS COMPANY
EMPLOYEE STOCK PURCHASE PLAN
FIRST AMENDMENT, dated as of June 16, 1999, to the Heilig-Meyers
Company Employee Stock Purchase Plan, by Heilig-Meyers Company (the "Company").
The Company maintains the Heilig-Meyers Company Employee Stock Purchase
Plan, amended and restated effective as of January 1, 1993 (the "Plan"), and now
wishes to amend the Plan.
NOW, THEREFORE, the Plan is amended as follows:
I. The first sentence of Section 1 is amended by substituting
"1,500,000" for "540,000".
II. This Amendment shall be effective June 16, 1999.
III. In all respects not amended, the Plan is hereby ratified and
confirmed.
