As filed with the Securities and Exchange Commission on June 28, 1999
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
under
the Securities Act of 1933
--------------
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
DIRECTOR STOCK OWNERSHIP 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 Proposed
Securities to Amount to be Maximum Maximum Amount of
be Registered Registered Offering Aggregate Registration
Price Per Offering Fee
Share (1) Price(1)
- -----------------------------------------------------------------------------------
<S> <C>
Common Stock,
$ 2.00 600,000 shares $7.0625 $4,237,500 $1178.03
par value
- -----------------------------------------------------------------------------------
</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.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Heilig-Meyers Company (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, effective as
of June 16, 1999.
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 Company Director Stock Ownership Plan.
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
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.
<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 28, 1999.
HEILIG-MEYERS COMPANY
By: /s/ William C. DeRusha June 28, 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 28, 1999
------------------------
Roy B. Goodman
Senior Vice President
and Chief Financial Officer (Principal Financial Officer)
/s/ William J. Dieter June 28, 1999
------------------------
William J. Dieter
Senior Vice President, Accounting
and Chief Accounting Officer (Principal Accounting Officer)
/s/ Alexander Alexander June 28, 1999
------------------------
Alexander Alexander
Director
/s/ Robert L. Burrus, Jr. June 28, 1999
------------------------
Robert L. Burrus, Jr.
Director
/s/ Beverly E. Dalton June 28, 1999
------------------------
Beverly E. Dalton
Director
/s/ Charles A. Davis June 28, 1999
------------------------
Charles A. Davis
Director
/s/ Benjamin F. Edwards III June 28, 1999
------------------------
Benjamin F. Edwards III
Director
/s/ Lawrence N. Smith June 28, 1999
------------------------
Lawrence N. Smith
Director
/s/ Eugene P. Trani June 28, 1999
------------------------
Eugene P. Trani
Director
/s/ L. Douglas Wilder June 28, 1999
------------------------
L. Douglas Wilder
Director
</TABLE>
Exhibit 4.2
BY-LAWS
OF
HEILIG-MEYERS COMPANY
AS AMENDED AND RESTATED
June 16, 1999
ARTICLE 1 - OFFICES
A. The principal office of the Corporation shall be at 12560 West Creek
Parkway, Richmond, Virginia. The Corporation may also have offices at such other
places, within or without the State of Virginia, as the Board of Directors may,
from time to time, appoint, or the business of the Corporation may require.
B. The registered office of the Corporation shall be its initial
registered office as shown in the Articles of Incorporation or at such other
place in Virginia as the Board of Directors shall, from time to time, appoint,
and may, but need not, be at the principal office of the Corporation.
ARTICLE II - STOCK AND OTHER SECURITIES
A. Certificates of Stock shall be in such form as is required by law
and approved by the Board of Directors. Each stockholder shall be entitled to a
certificate signed by either the Chairman of the Board and Chief Executive
Officer or a Vice President, and by either the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary or any other officer
authorized by resolution of the Board of Directors. Each certificate may (but
need not) be sealed with the seal of the Corporation or a facsimile thereof.
B. The signatures of the officers upon a stock certificate, bond, note
or debenture issued by the Corporation may be facsimiles if such stock
certificate is countersigned by a transfer agent or registered by a registrar,
other than the Corporation itself or an employee of the Corporation, or if such
bond, note or debenture is countersigned or otherwise
1
<PAGE>
authenticated by the signature of a trustee. If any officer who has signed, or
whose facsimile signature has been placed upon, a stock certificate, bond, note
or debenture, shall have ceased to be such officer before such certificate,
bond, note or debenture is issued, it may be issued by the Corporation with the
same effect as if he were such officer at the date of its issue.
C. Only stockholders of record on the stock transfer books of the
Corporation shall be entitled to be treated by the Corporation as the holders of
the stock standing in their respective names, and except to the extent, if any,
required by law, the Corporation shall not be obligated to recognize any
equitable or other claim to, or interest in, any share on the part of any other
person, whether or not it shall have express or other notice thereof.
D. Transfers of stock shall be made on the stock transfer books only
upon surrender of the certificate therefor, endorsed or accompanied by a written
assignment signed by the holder of record or by his duly authorized
attorney-in-fact. The Board of Directors may, from time to time, make reasonable
regulations governing transfers of stock and other securities. No share shall be
transferred, unless otherwise required by law, if such transfer would violate
the terms of any written agreement to which the Corporation, and either the
transferor or transferee, is a party.
E. In case of the loss, mutilation or destruction of a stock
certificate, bond, note or debenture, a duplicate may be issued upon such terms,
and bearing such legend, if any, as the Board of Directors may lawfully
prescribe.
ARTICLE III - STOCKHOLDERS' MEETING
A. Meetings of the stockholders shall be held at the principal office
of the Corporation, or at such other place, within or without the State of
Virginia, as the Board of Directors may designate from time to time. At least
ten (10)
2
<PAGE>
days before each meeting, a complete list of the stockholders entitled to vote
at such meeting, or any adjournment thereof, with the address and number of
shares held by each, shall be prepared, kept on file subject to inspection by
any stockholder during regular business hours, at the principal office of the
Corporation or its registered office or the office of its transfer agent or
registrar.
B. The annual meeting of the stockholders shall be held on the second
Wednesday of July of each year (and if such day is a legal holiday, on the next
business day) or such other date as may be set by the Board of Directors, for
the purpose of electing Directors and transacting such other business as may
properly come before the meeting.
C. Special meetings of the stockholders may be called by the Chairman
of the Board and Chief Executive Officer, the President, the Secretary or the
Board of Directors.
D. Written notice stating the place, day and hour of the meeting, and,
in the case of a special meeting (or required by law or the Articles of
Incorporation or these By-Laws), the purpose or purposes for which the meeting
was called, shall be given to each stockholder entitled to vote at such meeting.
Such notice shall be given either personally or by mail, by or at the direction
of the officer or other person or persons calling the meeting not more than
sixty (60) days nor less than ten (10) days before the date of the meeting
(except that such notice shall be given not less than twenty-five (25) days
before a meeting called to act on a plan of merger of consolidation, or on
proposal to amend the Articles of Incorporation or to reduce stated capital, or
to sell,, lease, exchange, mortgage or pledge for a consideration other than
money, all or substantially all the property or assets of the Corporation, if
not in the usual and regular course of its business and such notice shall be
accompanied by a copy of any proposed amendment or plan of reduction, merger or
consolidation). Notice to a stockholder shall be deemed given when deposited in
the United States mail,
3
<PAGE>
with postage prepaid, addressed to the stockholder at his address as it appears
on the stock transfer books of the Corporation.
Any stockholder who attends a meeting shall be deemed to have had
timely and proper notice of the meeting, unless the attends for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened.
E. Notice of any meeting may be waived, and any action may be taken by
the stockholders without a meeting if a consent in writing, setting forth the
action to be taken, shall be signed by all the stockholders entitled to vote
thereon, in accordance with the Virginia Stock Corporation Act.
F. The stock transfer books may be closed by order of the Board of
Directors for not more than seventy (70) days for the purpose of determining
stockholders entitled to notice of, or to vote at, any meeting of the
stockholders or any adjournment thereof (or entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
purpose). In lieu of closing such books, the Board of Directors may fix in
advance, as the record date for any such determination, a date not more than
seventy (70) days before the date on which such meeting is to be held (or such
payment is to be made, or other action requiring such determination is to be
taken). If the books are not thus closed or the record date is not thus fixed,
then the date on which the notice of the meeting was mailed (or on which such
dividend is declared or such other action approved by the Board of Directors)
shall be the record date.
G. The Chairman of the Board and Chief Executive Officer or the
President shall preside as Chairman over the meetings of stockholders. If
neither the Chairman of the Board and Chief Executive Officer nor the President
is present, the meeting shall elect a chairman. The Secretary, or, in his
absence, an Assistant Secretary, shall act as Secretary of such meeting. If
4
<PAGE>
no such officer is present, the chairman shall appoint the Secretary of the
meeting.
H. One or more inspectors of election may be appointed by the Board of
Directors before each meeting of the stockholders; and if no such appointment
has been made, or if any inspector thus appointed shall not be present, the
Chairman may, and if requested by stockholders holding in the aggregate at least
one-fifth (1/5) of the stock entitled to vote at the meeting shall, appoint such
an inspector or inspectors to determine the qualifications of voters, the
validity of proxies and the number of shares represented at the meeting, to
supervise voting, and to ascertain the results thereof.
I. A stockholder may vote either in person or by proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after eleven (11) months from its date unless otherwise provided
in the proxy. A proxy may be revoked at any time before the shares to which it
relates are voted by written notice, which may be in the form of a substitute
proxy to the secretary of the meeting. A proxy apparently executed in the name
of a partnership or other Corporation, or by one of several fiduciaries, shall
be presumed to be valid until challenged, and the burden of proving invalidity
shall rest upon the challenger.
J. The procedure at each meeting of the stockholders shall be
determined by the Chairman of the meeting, and (subject to paragraph H of this
Article III) the vote on all questions before any meeting shall be taken in such
manner as the Chairman prescribes. However, upon the demand of stockholders
holding in the aggregate at least one-fifth (1/5) of the stock entitled to vote
on any questions, such vote shall be by ballot.
5
<PAGE>
K. A quorum at any meeting of stockholders shall be a majority of the
shares entitled to vote, represented in person or by proxy. The affirmative vote
of a majority of such quorum shall be the act of the stockholders, unless a
greater vote is required by the Virginia Stock Corporation Act or the Articles
of Incorporation (except that in elections of directors, those receiving the
greatest number of votes shall be elected even though less than such a
majority). Less than a quorum may, by the vote of a majority of the shares
present and entitled to vote, adjourn the meeting to a fixed time and place,
without further notice; and if a quorum shall then be present in person or by
proxy, any business may be transacted which might have been transacted if a
quorum had been present at the meeting as originally called.
L. All committees of stockholders created at any meeting of the
stockholders shall be appointed by the Chairman of the meeting unless otherwise
directed by the meeting.
ARTICLE IV - BOARD OF DIRECTORS
A. The Board of Directors shall consist of nine (9) persons, none of
whom need be residents of Virginia or stockholders of the Corporation.
Nominations for the election of directors may be made by the Directors or a
nominating committee appointed by the Board of Directors or by any stockholder
entitled to vote in the election of directors. A stockholder entitled to vote in
the election of directors may nominate one or more persons for election as a
director at an annual or special meeting of stockholders only if written notice
of such stockholder's intent to make such nomination has been given, either by
personal delivery to the Secretary of the Corporation not later than the close
of business on the tenth day following the date on which notice of such meeting
is first mailed to stockholders or by Untied States mail, postage prepaid, to
the Secretary of the Corporation postmarked not later than the tenth day
following the date on which notice of such meeting is first mailed to
stockholders. Each notice required by this section shall set forth: (1) the name
and address of the stockholder who intends to make the nomination; (2) the name,
address, and principal occupation of each proposed nominee; (3) a
6
<PAGE>
representation that the stockholder is entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; and (4) the consent of each proposed nominee to
serve as a director of the Corporation if so elected. The Chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
B. Regular meetings of the Board of Directors may be held without
notice at such time and place as the Board of Directors may designate from time
to time (and, in the absence of such designation, at the principal office of the
Corporation). A regular meeting shall be held as soon as practicable after each
annual meeting of the stockholders for the purpose of electing officers and
transacting such other business as may properly come before the meeting.
C. Special meetings of the Board of Directors may be called at any time
by the Chairman of the Board and Chief Executive Officer or by any director.
D. Notice of the time and place of each special meeting shall be given
to each director either by mail, telegraph, or written communication delivered
to the address of such director as it appears in the records of the Corporation,
at least twenty-four (24) hours before such meeting. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors need be
specified in the notice or any waiver of notice of such meeting.
A director who attends a meeting shall be deemed to have had
timely and proper notice thereof, unless he attends for the express purpose of
7
<PAGE>
objecting to the transaction of any business because the meeting is not lawfully
called or convened.
E. Notice of any meeting may be waived, and any action may be taken by
the Board of Directors (or by any committee thereof) without a meeting if a
consent in writing, setting forth the action taken, shall be signed by all the
directors (or members of the committee, as the case may be), in accordance with
the Virginia Stock Corporation Act.
F. Each director shall be elected to hold office until the next
succeeding annual meeting, and shall hold office until his successor shall have
been elected and qualifies, or until such earlier time as he shall resign, die
or be removed. No decrease in the number of directors by amendment to these
By-Laws shall change the term of any incumbent director.
G. Any director may be removed, with or without cause, by a vote of the
holders of a majority of the number of shares entitled to vote at an election of
directors.
H. Any vacancy in the Board of Directors (including any vacancy
resulting from an increase of not more than thirty percent (30%) of the number
of directors last elected by the shareholders) may be filled by the affirmative
vote of a majority of the remaining directors, even though less than a quorum,
unless filled by the stockholders.
I. A quorum at a meeting of the Board of Directors shall be a majority
of the number of directors fixed by these By-Laws. The act of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
J. An Executive Committee consisting of at least two (2) or more
directors may be designated by a resolution adopted by a majority of the number
of directors fixed by these By-Laws. To the extent provided in such resolution,
such Executive Committee shall have and may exercise all of the authority of the
Board of Directors except as otherwise provided by the Virginia Stock
Corporation Act.
8
<PAGE>
Other committees with limited authority may be designated by
resolution adopted by a majority of the directors present at a meeting at which
a quorum is present.
Regular meetings of any committee may be held without notice
at such time and place as shall be fixed by a majority of the committee. Special
meetings of any committee may be called at the request of the Chairman of the
Board and Chief Executive Officer or any member of the committee. Notice of such
special meetings shall be given by the Chairman of the Board and Chief Executive
Officer or any member of any such committee, and shall be deemed duly given, or
may be waived, or action may be taken without a meeting, as provided in
paragraphs D and E of this Article IV. A majority of any such committee shall
constitute a quorum, and the act of a majority of those present at any meeting
at which a quorum is present shall be the act of the committee, unless otherwise
provided by the Board of Directors.
ARTICLE V - OFFICERS, AGENTS AND EMPLOYEES
A. The officers of the Corporation shall be a Chairman of the Board and
Chief Executive Officer, a President, a Secretary, and a Treasurer, each of whom
shall be elected by the Board of Directors at the regular meeting of the Board
of Directors to be held as soon as practicable after each annual meeting of the
stockholders, and any officer may be elected at any meeting of the Board of
Directors. Any officer may hold more than one office and he may, but need not be
a director, except that the same person may not be Chairman of the Board and
Chief Executive Officer and Secretary, and the Chairman of the Board and Chief
Executive Officer shall be a director. The Board may elect one or more Vice
Presidents and any other officers and assistant officers and may fill any
vacancies. The officers shall have such authority and perform such duties as
generally pertain to their offices and as may lawfully be provided by these
By-Laws or by resolution of the Board of Directors not inconsistent with these
By-Laws.
9
<PAGE>
B. The Chairman of the Board and Chief Executive Officer shall have
general supervision over, responsibility for, and control of the other officers,
agents, and employees of the Corporation and shall preside as Chairman at
meetings of the stockholders and the directors. The Chairman of the Board and
Chief Executive Officer shall also perform such duties and shall also have such
authority as may lawfully be required of or conferred upon him by the Board of
Directors.
C. The President and each Vice President shall perform such duties and
shall have such authority as may be lawfully required of or conferred upon him
by the Chairman of the Board and Chief Executive Officer or the Board of
Directors. The President shall, during the absence, disqualification, or
incapacity of the Chairman of the Board and Chief Executive Officer, exercise
all the functions and perform all the duties of the Chairman of the Board and
Chief Executive Officer.
D. The Secretary shall, as Secretary of the meeting, record all
proceedings at stockholders' meetings and directors' meetings, in books kept for
that purpose. He shall maintain the record of stockholders of the Corporation,
giving the names and addresses of all stockholders and the number, classes and
series of the shares held by each; and, unless otherwise prescribed by the Board
of Directors, he shall maintain the stock transfer books.
E. The Treasurer shall have custody of all moneys and securities of the
Corporation. He shall deposit the same in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors,
disburse the funds of the Corporation as may be required, and cause books and
records of account to be kept in accordance with generally accepted accounting
practices and principles.
10
<PAGE>
F. During the absence, disqualification, or incapacity of any officer
of the Corporation other than the Chairman of the Board and Chief Executive
Officer, the Chairman of the Board and Chief Executive Officer may by written
order, or the Board of Directors may by resolution, delegate the power of each
such officer to any other officer or employee of the Corporation.
G. Each officer shall be elected to hold office until the next
succeeding regular meeting of the Board of Directors to be held as soon as
practicable after each annual meeting of the stockholders, or for such longer or
shorter term as the Board of Directors may lawfully specify; and he shall hold
office until his successor shall have been elected and qualified, or until such
earlier time as he shall resign, die or be removed.
H. Any officer may be removed, with or without cause, at any time
whenever the Board of Directors in its absolute discretion shall consider that
the best interests of the Corporation would be served thereby. Any officer or
agent appointed otherwise than by the Board of Directors may be removed with or
without cause at any time by any officer having authority to appoint such an
officer or agent, except as may be otherwise provided in these By-Laws, whenever
such officer in his absolute discretion shall consider that the best interests
of the Corporation will be served thereby. Any such removal shall be without
prejudice to the recovery of damages for breach of the contract rights, if any,
of the person removed. Election or appointment of an officer or agent shall not
of itself create contract rights.
I. Checks, drafts, notes and orders for the payment of money shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may, from time to time, authorize, and any endorsement of such
paper in the ordinary course of business shall be similarly made, except that
11
<PAGE>
any officer or assistant officer of the Corporation may endorse checks, drafts
or notes for collection or deposit to the credit of the Corporation. The
signature of any such officer or other person may be a facsimile when authorized
by the Board of Directors.
J. Unless otherwise provided by resolution of the Board of Directors,
the Chairman of the Board and Chief Executive Officer may, from time to time,
himself or by such proxies, attorneys, or agents of the Corporation as he shall
designate in the name and on behalf of the Corporation, cast the votes to which
the Corporation may be entitled as a stockholder or otherwise in any other
Corporation, at meetings, or consent in writing to any action by any such
Corporation. He may instruct the person or persons so appointed as to the manner
of casting such votes or giving such consent, and may execute or cause to be
executed on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies consents, waivers, or other instruments as he
may deem necessary or desirable in the premises.
ARTICLE VI - SEAL
The seal of the Corporation shall be a flat-face circular die, of which
there may be any number of counterparts or facsimiles, in such form as the Board
of Directors shall, from time to time, adopt as the corporate seal of the
Corporation.
ARTICLE VII - AMENDMENTS
These By-Laws may be repealed or changed, and new By-Laws made, by the
stockholders entitled to vote at any annual or special meeting, or by the Board
of Directors at any regular or special meeting. By-Laws made by the directors
may be repealed or changed by the stockholders; and By-Laws made by the
stockholders may be repealed or changed by the directors, except as, and to the
extent that, the stockholders prescribe that the By-Laws, or any specified
By-Law, shall not be altered, amended or repealed by the directors.
12
EXHIBIT 5.1
June 28, 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 Director Stock Ownership Plan
(the "Plan"). The Registration Statement covers 600,000 shares of Common Stock
of Heilig-Meyers Company, a Virginia Corporation (the "Company") which have been
reserved for issuance 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 600,000 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 consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
McGuire, Woods, Battle & Boothe LLP
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.
DELOITTE & TOUCHE LLP
EXHIBIT 99.1
HEILIG-MEYERS COMPANY
DIRECTORS STOCK OWNERSHIP PLAN
AS AMENDED
HEILIG-MEYERS COMPANY (the "Company") hereby adopts the Heilig-Meyers
Company Director Stock Ownership Plan.
1. Purpose. The purpose of the Director Stock Ownership Plan is to
increase the level of ownership of the Company's common stock by non-employee
directors. The Plan replaces the practice of paying director retainer fees
solely in cash by paying at least 50% of such fees in Company common stock and
allowing directors to receive up to 100% of the fees in Company common stock all
as set forth in the Plan. The Plan has been adopted by the Board of Directors of
the Company subject to approval by the Company's shareholders. The Plan is
intended to conform to the provisions of Rule 16b-3 of the Securities Exchange
Act of 1934, as amended, or any replacement rule in effect from time to time.
2. Definitions. As used in the Plan, the following terms have the
meanings indicated:
(a) "Annual Meeting Date" means the date of the annual meeting of the
Company's shareholders at which directors are elected.
(b) "Award" means the award of Company Stock under the Plan.
(c) "Award Date" means the first day on which the New York Stock Exchange
is open in the month immediately following the Annual Meeting Date.
(d) "Beneficiary" is the person(s) and/or entity(ies) designated by a
Participant to receive the Participant's Deferred Stock Account at the
death of the Participant. If no Beneficiary is designated, or if none
of the designated Beneficiary(ies) survive the Participant, the
Beneficiary shall be the Participant's surviving spouse, for married
Participants, or the Participant's estate, for unmarried participants.
(e) "Board" means the Board of Directors of the Company.
(f) "Committee" means the Compensation Committee of the Board that shall
administer the Plan.
(g) "Company" means Heilig-Meyers Company, a Virginia corporation, or any
successor corporation.
(h) "Company Stock" means common stock of the Company. In the event of a
change in the capital structure of the Company (as provided in Section
10), the shares resulting from such a change shall be deemed to be
Company Stock within the meaning of the Plan.
<PAGE>
(i) "Compensation" means the amount of retainer fees payable to each
Eligible Director with respect to services rendered to the Company as a
director during a Service Period. Compensation does not include fees
for attending meetings of the Board or committees of the Board.
(j) "Deferred Stock" means shares of Company Stock deferred pursuant to a
deferral election under Section 8.
(k) "Deferred Stock Account" means an account maintained as part of the
Trust established hereunder.
(l) "Effective Date" means the date the Plan is approved by the Company's
shareholders.
(m) "Election Period" means the 120-day period immediately preceding the
first day of a Service Period, or such other period as determined by
the Committee. For the first Service Period beginning with the
Effective Date, the Election Period shall be the period beginning on
the Effective Date and ending on the first Award Date. For the first
Service Period following a director's first election to the Board, the
Election Period shall be the period beginning on the date of the
director's election to the Board and ending on the first Award Date
after the director's election.
(n) "Eligible Director" means a director who is not an employee of the
Company or a Subsidiary.
(o) "Fair Market Value" means, on the Award Date, the average of the
highest and lowest registered sales prices of the Company Stock on the
exchange on which the Company Stock generally has the greatest trading
volume.
(p) "Participant" means any Eligible Director entitled to receive an
Award under the Plan.
(q) "Plan" means this Heilig-Meyers Company Director Stock Ownership Plan.
(r) "Rule 16b-3" means Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended. A reference in the Plan to Rule 16b-3 shall
include a reference to any corresponding subsequent rule or any
amendments to Rule 16b-3 enacted after the Effective Date.
(s) "Service Period" means the period beginning with the Annual Meeting
Date and ending on the day preceding the next Annual Meeting Date.
(t) "Subsidiary" means an entity of which the Company owns 50% or more of
the total combined voting power of all classes of stock.
<PAGE>
(u) "Trust" means the Heilig-Meyers Company Director Deferred
Compensation Trust.
3. Participation. All Eligible Directors shall automatically
participate in the Plan.
4. Stock. The Company has reserved an aggregate of 600,000 shares of
Company Stock for issuance pursuant to the Plan. The aggregate number is subject
to adjustment as provided in Section 10. In the event of a change in the capital
structure of the Company (as provided in Section 10), the shares resulting from
such change shall be deemed to be Company Stock within the meaning of the Plan.
The aggregate number of shares of Company Stock reserved shall be reduced by the
issuance of shares under the Plan.
5. Automatic Share Awards. As of each Award Date, each Participant will
receive the number of shares of Company Stock (rounded down to the nearest whole
share) determined by dividing (i) an amount equal to 50% of the Participant's
Compensation, by (ii) the Fair Market Value of the Company Stock.
6. Election of Additional Company Stock.
(a) During the Election Period related to each Service Period,
a Participant may elect to receive an additional percentage of the Participant's
Compensation in the form of Company Stock. The election may be for any
percentage of the Compensation above 50% up to 100%. The election shall be
irrevocable as to the Award for the Service Period and shall be made by filing a
written election with the Company during the Election Period.
(b) If a Participant makes an election pursuant to Section
6(a), as of the next Award Date, the Participant will receive the number of
shares of Company Stock (rounded down to the nearest whole share) determined by
dividing (i) the elected percentage of the Participant's Compensation, by (ii)
the Fair Market Value of the Company Stock.
7. Provisions Relating to Company Stock. All Company Stock granted
under the Plan shall be subject to the provisions of this Section.
(a) Company Stock shall automatically be awarded under the
Plan as provided under Sections 5 and 6. If at any time there may not be
sufficient shares available under the Plan to permit automatic Awards, the
automatic Awards shall be reduced pro rata (to zero, if necessary) so as not to
exceed the number of shares then available under the Plan.
(b) When Company Stock is issued, a certificate representing
the shares of Company Stock awarded shall be registered in each Participant's
name or other evidence of ownership shall be provided to the Participant by the
Company's transfer agent.
8. Deferred Stock.
(a) During the Election Period prior to each Service Period, a
Participant may elect to defer receipt of part or all of the Participant's
Company Stock payable with respect to the Service Period. A Participant shall
designate a date on which payment shall be made. The deferral election shall be
irrevocable as to Awards for the Service Period and shall be made by filing a
written election with the Company during the Election Period.
<PAGE>
(b) If a Participant makes an election pursuant to (a), the
Company shall credit to the Participant's Deferred Stock Account the number of
shares of Company Stock granted under the Award (the Deferred Stock). A
Participant's interest in such Deferred Stock Account may not be sold, assigned,
transferred, pledged, hypothecated or otherwise encumbered. The Company shall
also transfer the same number of shares of Company Stock to the Trust.
(c) When a cash dividend is paid on Company Stock, each
Participant (or Beneficiary, if applicable) will be paid in cash an equal amount
with respect to each share of Deferred Stock credited to the Participant's
Deferred Stock Account. Each Participant's Deferred Stock Account shall be
adjusted to take into account any stock dividends or other non-cash
distributions pursuant to Section 10 below.
(d) A Participant shall receive payment of the Deferred Stock
Account on the distribution date specified by the Participant. A Participant may
change the distribution date previously elected by filing a new election with
the Company. The new election shall not be effective until six months after the
Company receives it.
(e) If a Participant dies before receiving payment of the
Deferred Stock Account pursuant to subsection (d) above, the Beneficiary of the
Participant shall receive payment of the Deferred Stock Account in accordance
with the Participant's election.
(f) If a Participant or Beneficiary has the right to receive
payment of the Participant's Deferred Stock Account pursuant to subsection (d)
or (e) above, the Company shall distribute or cause the Trust to distribute to
the Participant or Beneficiary that number of whole shares of Company Stock that
is equal to the number of whole shares of Company Stock that are then credited
to the Participant's Deferred Stock Account. The shares of Company Stock so
distributed shall not be subject to the provisions described in Section 7.
9. Issuance of Company Stock. The Company shall not be required to
issue or deliver any certificate for shares of Company Stock before (i) approval
of the Plan by the Company's shareholders, (ii) the admission of such shares to
listing on any stock exchange on which the Company Stock may then be listed,
(iii) receipt of any required registration or other qualification of such shares
under any state or federal law or regulation that the Company's counsel shall
determine is necessary or advisable, and (iv) the Company is satisfied that all
applicable legal requirements have been complied with. The Company may place on
a certificate representing Company Stock any legend deemed necessary by the
Company's counsel to comply with federal or state securities laws. Until a
certificate has been issued in the Participant's name for the shares of Company
Stock acquired, the Participant shall possess no shareholder rights with respect
to the shares.
<PAGE>
10. Effect of Stock Dividends and Other Changes in Capital Structure.
Appropriate adjustments shall be made automatically to the number and kind of
shares to be issued under the Plan, and any other relevant provisions of the
Plan if there are any changes in the Company Stock by reason of a stock
dividend, stock split, combination of shares, spin-off, reclassification,
recapitalization, merger, consolidation or other change in the Company's capital
stock (including, but not limited to, the creation or issuance to shareholders
generally of rights, options or warrants for the purchase of common stock or
preferred stock of the Company). If the adjustment would produce fractional
shares, the fractional shares shall be eliminated by rounding to the nearest
whole share. Any such adjustments shall neither enhance nor diminish the rights
of a Participant.
11. Administration of the Plan. The Committee shall be responsible for
the proper implementation of the Plan. The Committee shall not exercise any
discretion with respect to the administration of the Plan. The Committee shall
have all powers vested in it by the terms of the Plan. Any decision of the
Committee with respect to the Plan shall be final and conclusive. The Committee
may act only by a majority of its members in office, except that the members may
authorize any one or more of their number or any officer of the Company to
execute and deliver documents on behalf of the Committee. The Committee may
consult with counsel, who may be counsel to the Company, and shall not incur any
liability for action taken in good faith in reliance upon the advice of counsel.
12. Expiration and Termination of the Plan. Company Stock shall be
awarded under the Plan until the Plan is terminated by the Board or until such
earlier date when termination of the Plan shall be required by law. If not
sooner terminated, the Plan shall terminate automatically on the tenth
anniversary of the Effective Date.
13. Amendments. The Board may from time to time make such changes in
and additions to the Plan as it may deem appropriate; provided that no change
shall be made that increases the total number of shares reserved for issuance
under the Plan (except pursuant to Section 10), unless such change is authorized
by the shareholders of the Company. The Board may unilaterally amend the Plan as
it deems appropriate to ensure compliance with Rule 16b-3. Except as provided in
the preceding sentence, the termination of the Plan or any change or addition to
the Plan shall not, without the consent of any Participant who is adversely
affected thereby, alter any Awards previously made to the Participant pursuant
to the Plan.
14. Rights Under the Plan. Participation in the Plan and the right to
receive Company Stock under the Plan shall not give a Participant any
proprietary interest in the Company, or any Subsidiary or any of their assets,
nor ensure that the Participant will be nominated for election to the Board in
the future.
15. Notice. All notices and other communications required or permitted
to be given under the Plan shall be in writing and shall be deemed to have been
duly given if delivered personally or mailed first class, postage prepaid, as
follows: (a) if to the Company, at its principal business address, to the
attention of the Secretary; (b) if to any Participant, at the last address of
the Participant known to the sender at the time the notice or other
communication is sent.
16. Governing Law/Interpretation. Generally, the Plan shall be governed
by the laws of the Commonwealth of Virginia. The terms of this Plan are also
subject to all present and future rulings of the Securities Exchange Commission
with respect to Rule 16b-3. If any provision of the Plan would cause the Plan to
fail to meet the requirements of Rule 16b-3, then that provision of the Plan
shall be void and of no effect.
