SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
Heilig-Meyers Company
----------------------------
(Name of Issuer)
Common Stock, $2.00 par value
-----------------------------
(Title of Class of Securities)
422893-10-7
-------------
(CUSIP Number)
Edward D. White III
Moye, Giles, O'Keefe, Vermeire & Gorrell, LLP
1225 Seventeenth Street, 29th Floor
Denver, Colorado 80202
(303) 292-2900
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 8, 2000
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d01(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 11 Pages
<PAGE>
CUSIP NO.: 422893-10-7 13D Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
B & C Investments, LLC
I.R.S. Identification Number: 84-1554615
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 5,442,200
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,493,600
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 5,442,200
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 1,493,600
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,935,800 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions) 00
--------------------------------------------------------------------------------
(1) Includes 5,442,200 shares owned directly by B & C Investments, LLC and
1,493,600 shares owned by Barney D. Visser. Mr. Visser is a 50%
controlling member of Furniture Row, LLC, the sole member of B & C
Investments, LLC, and may be deemed to beneficially own the shares of
common stock owned by B & C Investments, LLC.
<PAGE>
CUSIP NO.: 422893-10-7 13D Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Barney D. Visser
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
PF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 1,493,600
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 5,442,200
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 1,493,600
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: 5,442,200
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,935,800 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
(1) Includes 5,442,200 shares owned directly by B & C Investments, LLC and
1,493,600 shares owned by Barney D. Visser. Mr. Visser is a 50% controlling
member of Furniture Row, LLC, the sole member of B & C Investments, LLC,
and may be deemed to beneficially own the shares of common stock owned by
B & C Investments, LLC.
<PAGE>
CUSIP NO.: 422893-10-7 13D Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel J. Visser
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
PF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 45,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 45,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: -0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 422893-10-7 13D Page 5 of 11 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Gerald W. Meyering
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 USE SOURCE OF FUNDS (See Instructions)
PF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
--------------------------------------------------------------------------------
7 SOLE VOTING POWER: 236,000
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: -0-
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER: 236,000
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER: -0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
236,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE>
CUSIP NO.: 422893-10-7 13D Page 6 of 11 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $2.00 par value per share (the
"Common Stock"),of Heilig-Meyers Company, a Virginia corporation (the "Issuer").
The issuer's principal executive offices are located at 12560 West Creek
Parkway, Richmond, VA 23238.
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this statement are B & C Investments, LLC, Barney D. Visser,
Daniel J. Visser and Gerald W. Meyering (collectively, the "Reporting Persons").
B & C Investments, LLC is a Colorado limited liability company, whose
principal business is investing in various companies. The principal office
of B & C Investments, LLC is located at 300 Union Blvd., Suite 350,
Lakewood, Colorado 80228.
Barney D. Visser is a citizen of the United States whose business address
is 13333 E. 37th Avenue, Denver, Colorado 80239. Mr. Visser is a 50%
controlling member of Furniture Row, LLC, a Colorado limited liability
company, whose principal business is acting as a holding company for
numerous subsidiaries which are engaged in the retail home furnishings
business. Furniture Row, LLC is the sole member of B & C Investments, LLC.
Daniel J. Visser is a citizen of the United States whose business address
is 13333 E. 37th Avenue, Denver, Colorado 80239. Mr. Visser is an officer
of Denver Mattress Company, a subsidiary of Furniture Row, LLC, which is
the sole member of B & C Investments, LLC. Additionally, Mr. Visser is the
son of Barney D. Visser.
Gerald W. Meyering is a citizen of the United States whose business address
is 13333 E. 37th Avenue, Denver, Colorado 80239. Mr. Meyering is an officer
of Furniture Row Companies, a group of companies that includes Furniture
Row, LLC, the sole member of B & C Investments, LLC.
During the last five years, B & C Investments, LLC, Barney D. Visser, Daniel J.
Visser and Gerald W Meyering have not:
(a) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or
(b) been a party to a civil proceeding or administrative body of competent
jurisdiction as a result of which it/he is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
B & C Investments, LLC funded its purchases of the Issuer's Common Stock from
its own working capital. Barney D. Visser, Daniel J. Visser and Gerald W.
Meyering funded each of their purchases of the Issuer's Common Stock with
personal funds. None of the funds used by any of the Reporting Persons to
purchase the Common Stock consisted of funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
shares of common stock.
<PAGE>
CUSIP NO.: 422893-10-7 13D Page 7 of 11 Pages
ITEM 4. PURPOSE OF TRANSACTION
All of the shares of Common Stock beneficially owned by the Reporting Persons
was acquired by the Reporting Persons for investment purposes. Although the
Reporting Persons currently hold the shares of Common Stock for investment
purposes, based on the Issuer's filing for Chapter 11 bankruptcy protection with
the U.S. Bankruptcy Court for the Eastern District of Virginia on August 16,
2000, the Reporting Persons may pursue plans or proposals with the Issuer which
would relate to or result in, among other things, stock repurchases, changes in
strategic direction, management changes, sale of assets, a merger,
reorganization or liquidation involving the Issuer.
Each of the Reporting Persons may make further purchases of the shares of the
Issuer's Common Stock from time to time and may dispose of any or all of the
shares of Common Stock held by it/him at any time. None of the Reporting Persons
has any current plans or proposals which relate to, or could result in, any of
the matters referred to in paragraphs (a) through (j), inclusive, of the
instructions to Item 4 of Schedule 13D. However, each of the Reporting Persons
intend to continuously review its/his investment in the Issuer, and may, at any
time and from time to time, review or reconsider its/his position and formulate
plans or proposals that relate to, might result in, or have the purpose or
effect of changing or influencing control of the Issuer, or that relate to or
would result in any of the other events enumerated in the instructions to Item 4
of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) B & C Investments, LLC may be deemed to beneficially own, in the
aggregate, 6,935,800 shares of the Issuer's Common Stock.
Barney D. Visser may be deemed to beneficially own, in the aggregate,
6,935,800 shares of the Issuer's Common Stock.
Of the 6,935,800 shares of Common Stock which may be deemed to be
beneficially owned by B & C Investments, LLC and Barney D. Visser,
5,442,200 shares are owned directly by B & C Investments, LLC and
1,493,600 shares are owned directly by Barney D. Visser. Mr. Visser is
a 50% controlling member of Furniture Row, LLC, a Colorado limited
liability company, which is the sole member of B & C Investments, LLC
and may be deemed to beneficially own the shares of Common Stock owned
by B & C Investments, LLC.
Daniel J. Visser may be deemed to beneficially own, in the aggregate,
45,000 shares of the Issuer's Common Stock. Mr, Visser disclaims any
beneficial ownership of any other person's securities reported under
this Schedule 13D, and this Schedule 13D shall not be deemed an
admission that Mr. Visser is the beneficial owner of such securities
for the purposes of Section 16 or for any other purpose.
Gerald W. Meyering may be deemed to beneficially own, in the aggregate,
236,000 shares of the Issuer's Common Stock. Mr. Meyering disclaims any
beneficial ownership of any other person's securities reported under
this Schedule 13D, and this Schedule 13D shall not be deemed an
admission that Mr. Meyering is the beneficial owner of such securities
for the purposes of Section 16 or for any other purpose.
<PAGE>
CUSIP NO.: 422893-10-7 13D Page 8 of 11 Pages
(b) B & C Investments, LLC has sole voting and dispositive power over
5,442,200 shares of Common Stock and shared voting and dispositive
power over 1,493,600 shares.
Barney D. Visser has sole voting and dispositive power over 1,493,600
shares of Common Stock and shared voting and dispositive power over
5,442,200 shares of Common Stock.
Daniel J. Visser has sole voting and dispositive over all 45,000 shares
of the Issuer's Common Stock owned by him.
Gerald W. Meyering has sole voting and dispositive over all 45,000
shares of the Issuer's Common Stock owned by him.
(c) The trading dates, number of shares of Common Stock purchased and the
price per share of Common Stock for all transactions related to the
shares of common stock owned by the Reporting Persons which were
effected in the past sixty (60) days are set forth on Schedule 1 hereto
and are incorporated herein by reference. All purchases were made in
the open market.
(d) Each of the Reporting Persons has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale,
the shares of Common Stock owned directly by it/him.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to Rule 13d-1(k), the Reporting Persons have entered into an agreement
to the joint filing of this statement and any amendment or amendments hereto,
which is attached hereto as Exhibit 1 and is incorporated herein by reference.
Except as described herein, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 hereof
and between such persons and any person with respect to any securities of the
Issuer, including, but not limited to, transfer or voting of any other
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
There is filed herewith as Exhibit 1 a written agreement relating to joint
filing as required by Rule 13d-1(k).
<PAGE>
CUSIP NO.: 422893-10-7 13D Page 9 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: August 17, 2000 B & C INVESTMENTS, LLC
By: Furniture Row, LLC, sole Member
By: /s/ Gregory A. Ruegsegger
-------------------------------------
Gregory A. Ruegsegger, Vice President
and General Counsel
Dated: August 17, 2000 /s/ Barney D. Visser
-----------------------------------------
Barney D. Visser
Dated: August 17, 2000 /s/ Daniel J. Visser
-----------------------------------------
Daniel J. Visser
Dated: August 17, 2000 /s/ Gerald W. Meyering
-----------------------------------------
Gerald W. Meyering
<PAGE>
CUSIP NO.: 422893-10-7 13D Page 10 of 11 Pages
SCHEDULE 1
Date of Number of Price
Reporting Person Transaction Shares Purchased Per Share
---------------- ----------- ---------------- ---------
B & C Investments, LLC 8/8/00 229,200 $0.5523
8/8/00 1,300,000 $0.4313
8/8/00 1,500,000 $0.1979
8/10/00 655,000 $0.4597
8/10/00 337,300 $0.6576
8/11/00 163,600 $0.50
8/14/00 250,000 $0.5625
8/14/00 407,100 $0.50
8/15/00 600,000 $0.50
Barney D. Visser 6/20/00 569,900 $1.1250
6/21/00 430,100 $1.4787
6/26/00 200,000 $1.6109
6/28/00 200,000 $1.6250
7/10/00 93,600 $1.3125
Daniel J. Visser 6/20/00 5,000 $1.1875
8/2/00 20,000 $0.4062
8/3/00 20,000 $0.2344
Gerald W. Meyering - no transactions effected in the past 60 days
<PAGE>
CUSIP NO.: 422893-10-7 13D Page 11 of 11 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
OF THE
SECURITIES AND EXCHANGE ACT OF 1934
B & C Investments, LLC, a Colorado limited liability company, Barney D.
Visser, Daniel J. Visser and Gerald W. Meyering, each hereby agrees that this
Schedule 13D filed herewith, and any amendments thereto, relating to the
ownership of shares of Common Stock, $2.00 par value per share, of Heilig-Meyers
Company is filed jointly on behalf of such persons.
Dated: August 17, 2000 B & C INVESTMENTS, LLC
By: Furniture Row, LLC, sole Member
By: /s/ Gregory A. Ruegsegger
-------------------------------------
Gregory A. Ruegsegger, Vice President
and General Counsel
/s/ Barney D. Visser
-----------------------------------------
Barney D. Visser
/s/ Daniel J. Visser
-----------------------------------------
Daniel J. Visser
/s/ Gerald W. Meyering
-----------------------------------------
Gerald W. Meyering
