As filed with the Securities and Exchange Commission on July 8, 1994
Registration Statement No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
LOWE'S COMPANIES, INC.
(Exact name of Registrant as specified in its Charter)
North Carolina 56-0578072
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
P. O Box 1111
North Wilkesboro, North Carolina 28656-0001
(Address of principal executive office, including zip code)
LOWE'S COMPANIES, INC.
DIRECTORS' STOCK INCENTIVE PLAN
(Full title of the Plan)
____________________
Leonard G. Herring
President and Chief Executive Officer
Lowe's Companies, Inc.
P. O. Box 1111
North Wilkesboro, North Carolina 28656-0001
919-651-4000
(Name, address and telephone number including, area code, of agent for service)
With copies to:
Lathan M. Ewers, Jr. Leonard G. Herring
Hunton & Williams President and Chief Executive Officer
Riverfront Plaza, East Tower Lowe's Companies, Inc.
951 East Byrd Street P. O. Box 1111
Richmond, Virginia 23219-4074 North Wilkesboro, North Carolina 28656-0001
804-788-8200 919-651-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock, par 25,000 $34.25 $856,250 $296
value $.50
Rights to N/A N/A N/A $100
Purchase Series A
Participating
Cumulative
Preferred Stock,
par value $5.00
per share (2)
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(h)(1) on the basis of $34.25 per
share, which was the average of the high and low sales prices of the Common
Stock as reported on the New York Stock Exchange on June 30, 1994.
(2) Prior to the occurrence of certain events, the Rights will not be
certified separately from the Common Stock. Value attributable to the Rights,
if any, will be reflected in the market price of the shares of Common Stock.
The fee paid is the minimum statutory fee pursuant to Section 6(b) of the
Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Lowe's Companies, Inc. (the
"Company") with the Commission (file No. 1-7083) are incorporated herein
by reference and made a part hereof: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 1994; (ii) the Company's
Quarterly Report on Form 10-Q for the quarter ended April 30, 1994; and
(iii) the description of the Company's Common Stock (the "Common Stock")
contained in the Company's registration statement on Form 8-A filed under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of the Prospectus and prior
to the filing of a post- effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein or in
any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
<PAGE>
Article IV of the Company's Bylaws provides that the Company will
indemnify any person as an officer or director of the Company or as an
officer, director, trustee or partner of another corporation, trust,
partnership or employee benefit plan at the request of the Company,
against any liability incurred in connection with any proceeding arising
out of such service. To the extent that such person is successful on the
merits or otherwise in defense of any such proceeding, the Company will
indemnify him against expenses actually and reasonably incurred in such
defense. No indemnification is available if, at the time of the
activities which are the subject of the proceeding, such person knew or
believed that such activities were clearly in conflict with the best
interests of the Company. Further, Section 55-8-51 of the North Carolina
Business Corporation Act provides that a corporation may not indemnify a
director in connection with a proceeding by or in the right of the
corporation in which such director was adjudged liable to the corporation
or in connection with any other proceeding charging improper personal
benefit to him, whether or not involving action in his official capacity,
in which is adjudged liable on the basis that personal benefit was
improperly received by him.
The Company maintains an insurance policy for the benefit of
directors and officers insuring them against claims that are made against
them by reason of any wrongful act (as defined) committed in their
capacity as directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Rights Agreement dated September 9, 1988, between the Company and
Wachovia Bank & Trust Co., N.A., as Rights Agent (Incorporated
herein by reference from Exhibit 4.1 of the Company's Current Report
on Form 8-K dated September 9, 1988).
4.2 Lowe's Companies, Inc. Directors' Stock Incentive Plan.
5 Opinion of Hunton & Williams as to the legality of the securities
being registered.
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5 to the Registration Statement).
23.2 Consent of Deloitte & Touche.
24 Power of Attorney for Officers and Directors (included on page II-5
of the Registration Statement).
<PAGE>
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
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, as amended
(the "Securities Act");
(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 in 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 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, 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) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item
6 above, or otherwise, the registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as
expressed in the Securities 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, officer 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
Securities Act and will be governed by the final adjudication of such
issue.
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Leonard
G. Herring, President and Chief Executive Officer, Lowe's Companies, Inc.
P. O. Box 1111, North Wilkesboro, North Carolina 28656-0001, Lathan M.
Ewers, Jr., Esq., Hunton & Williams, Riverfront Plaza, East Tower, 951
East Byrd Street, Richmond, Virginia 23219-4074, to sign in the name of
each such person, and to file, any amendment, including any post-effective
amendment, to the registration statement and appoints such persons, to
sign on his behalf individually and in each capacity stated below and to
file all amendments and post- effective amendments to the Registration
Statement and Lowe's Companies, Inc. hereby confers like authority to sign
and file on its behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 North Wilkesboro, North Carolina, on
this 7th day of July, 1994.
LOWE'S COMPANIES, INC.
(Registrant)
By /s/ Leonard G. Herring
Leonard G. Herring, President,
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities indicated on this 7th day of July, 1994.
Signature Title
By /s/ Robert L. Strickland Chairman of the Board of
Robert L. Strickland Directors and Director
By /s/ Leonard G. Herring President, Chief Executive
Leonard G. Herring Officer and Director
(Principal Executive
Officer)
By /s/ Harry B. Underwood II Senior Vice President,
Harry B. Underwood II Treasurer and Chief
Financial Officer and
Director (Principal
Financial Officer)
By /s/ Richard D. Elledge Vice President and Chief
Richard D. Elledge Accounting Officer
(Principal Accounting
Officer)
By /s/ William A. Andres Director
William A. Andres
By /s/ John M. Belk Director
John M. Belk
By /s/ Carol A. Farmer Director
Carol A. Farmer
By /s/ Petro Kulynych Director
Petro Kulynych
By /s/ Russell B. Long Director
Russell B. Long
By /s/ Robert G. Schwartz Director
Robert G. Schwartz
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Rights Agreement dated September 9, 1988,
between the Company and Wachovia Bank &
Trust Co., N.A., as Rights Agent
(Incorporated herein by reference from
Exhibit 4.1 of the Company's current report
on Form 8-K dated September 9, 1988).
4.2 Lowe's Companies, Inc. Directors' Stock
Incentive Plan.
5 Opinion of Hunton & Williams as to the
legality of the securities being registered.
23.1 Consent of Hunton & Williams (included in
the opinion filed as Exhibit 5 to the
Registration Statement).
23.2 Consent of Deloitte & Touche.
24 Power of Attorney for Officers and Directors
(included on page II-5 of the Registration
Statement).
LOWE'S COMPANIES, INC.
DIRECTORS' STOCK INCENTIVE PLAN
<PAGE>
ARTICLE I
DEFINITIONS
1.01. Award Date means the date of the first Board meeting after
each annual meeting of the Company's shareholders during the term of this
Plan.
1.02. Board means the Board of Directors of the Company.
1.03. Committee means the Committee of the Board appointed to
administer the Plan.
1.04. Common Stock means the common stock of the Company.
1.05. Company means Lowe's Companies, Inc.
1.06. Participant means a member of the Board who, on the
applicable Award Date, is not an employee or officer of the Company and who
is not a member of the Committee.
1.07. Plan means the Lowe's Companies, Inc. Directors' Stock
Incentive Plan.
ARTICLE II
PURPOSES
The Plan is intended to (i) assist the Company in recruiting and
retaining directors and (ii) promote a greater identity of interest between
Participants and shareholders by enabling Participants to participate in
the Company's future success.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Committee. The Committee
shall have authority to award Common Stock upon such terms (not
inconsistent with the provisions of the Plan) as the Committee may consider
appropriate. In addition, the Committee shall have complete authority to
interpret all provisions of the Plan; to adopt, amend, and rescind rules
and regulations pertaining to the administration of the Plan; and to make
all other determinations necessary or advisable for the administration of
the Plan. The express grant in the Plan of any specific power to the
Committee shall not be construed as limiting any power or authority of the
Committee. Any decision made, or action taken, by the Committee or in
connection with the administration of the Plan shall be final and
conclusive. No member of the Committee shall be liable for any act done in
good faith with respect to the Plan. All expenses of administering the
Plan shall be borne by the Company.
ARTICLE IV
ELIGIBILITY
During the term of the Plan each Participant will be awarded 500
shares of Common Stock on each Award Date.
ARTICLE V
STOCK AVAILABLE FOR AWARDS
In satisfaction of its obligations under the Plan, the Company
may deliver to the Participant shares of authorized but previously unissued
Common Stock. The maximum aggregate number of shares of Common Stock that
may be issued under the Plan is 25,000 shares, subject to adjustment as
provided in Article VII.
ARTICLE VI
TERMS OF AWARDS
6.01. Vesting. The shares of Common Stock issued under the Plan
shall be immediately and fully vested as of the applicable Award Date.
6.02. Transferability. Subject to restrictions imposed by federal
and state securities and other laws, the shares of Common Stock issued
under the Plan shall be transferable as of the applicable Award Date.
6.03. Shareholder Rights. Each Participant shall have all rights
as a shareholder with respect to shares of Common Stock issued under the
Plan as of the applicable Award Date.
ARTICLE VII
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum aggregate number of shares that may be issued under
the Plan and the number of shares that will be issued as of the applicable
Award Date shall be proportionately adjusted as the Committee shall
determine to be equitably required should the Company effect one or more
stock dividends, stock split-ups, subdivisions or consolidations of shares
or other similar changes in capitalization. Any determination made under
this Article VII by the Committee shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or
property, or for labor or services, either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares of obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the maximum aggregate number of shares that may be
issued under the Plan or number of shares that will be issued as of any
applicable Award Date.
ARTICLE VIII
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Common Stock shall be issued and no certificates for shares of
Common Stock shall be delivered under the Plan except in compliance with
all applicable federal and state laws and regulations (including, without
limitation, withholding tax requirements), any listing agreement to which
the Company is a party, and the rules of all domestic stock exchanges on
which the Company's shares may be listed. The Company shall have the right
to rely on an opinion of its counsel as to such compliance. Any share
certificate issued to evidence Common Stock issued under the Plan may bear
such legends and statements as the Committee may deem advisable to assure
compliance with federal and state laws and regulations. No Common Stock
shall be issued and no certificate for shares shall be delivered under the
Plan until the Company has obtained such consent or approval as the
Committee may deem advisable from regulatory bodies having jurisdiction
over such matters.
ARTICLE IX
GENERAL PROVISIONS
9.01. Unfunded Plan. The Plan, insofar as it provides for awards,
shall be unfunded, and the Company shall not be required to segregate any
assets that may at any time be represented by awards under the Plan. Any
liability of the Company to any person with respect to any award to be made
under the Plan shall be based solely upon any contractual obligations that
may be created pursuant to the Plan. No such obligation of the Company
shall be deemed to be secured by any pledge of, or other encumbrance on,
any property of the Company.
9.02. Rules of Construction. Headings are given to the articles
and sections of the Plan solely as a convenience to facilitate reference.
The reference to any statute, regulation, or other provision of law shall
be construed to refer to any amendment to or successor of such provision of
law.
ARTICLE X
AMENDMENT
The Board may amend from time to time or terminate the Plan;
provided, however, that no amendment may become effective until shareholder
approval is obtained if the amendment (i) increases the number of shares
that may be issued as of an Award Date (other than an adjustment authorized
under Article VII) or (ii) changes the class of individuals eligible to
become Participants. The preceding sentence to the contrary
notwithstanding, the Plan may not be amended more than once every six
months other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act of 1974, or the rules thereunder.
ARTICLE XI
DURATION OF PLAN
No Common Stock may be awarded under the Plan after the Award
Date in 1998.
ARTICLE XII
EFFECTIVE DATE OF PLAN
Shares of Common Stock may be issued under the Plan on the Award
Date following its approval (at a duly held shareholders' meeting in which
a quorum is present) by a majority of the votes entitled to be cast by the
Company's shareholders, voting either in person or by proxy, at a duly held
shareholder's meeting. If the requisite shareholder approval is obtained
at the 1994 annual meeting of the Company's shareholders, the first Award
Date under the Plan shall be the date of the first Board meeting following
such annual meeting.
Exhibits 5 and 23.1
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Telephone: (804) 788-8200
Facsimile: (804) 788-8218
File No.: 23797.79/.80
Direct Dial: (804) 788-8200
July 8, 1994
Board of Directors
Lowe's Companies, Inc.
P. O. Box 1111
North Wilkesboro, North Carolina 28656
Registration Statement on Form S-8
Lowe's Companies, Inc.
Directors' Stock Incentive Plan
Gentlemen:
We are acting as counsel for Lowe's Companies, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933 of 25,000
shares of the Common Stock, $.50 par value per share, and attached
preferred stock purchase rights, of the Company to be offered pursuant to
the Lowe's Companies, Inc. Directors' Stock Incentive Plan (the
"Securities"). In connection with the filing of the Registration Statement
on Form S-8 relating to the Securities, you have requested our opinion
concerning certain corporate matters.
We are of the opinion that:
1. The Company is duly organized, validly existing and in good
standing under the laws of the State of North Carolina.
2. The Securities, when sold in accordance with the Lowe's
Companies, Inc. Directors' Stock Incentive Plan, will be legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement on Form S-8.
Very truly yours,
HUNTON & WILLIAMS
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Lowe's Companies, Inc. on Form S-8 of our reports dated March 9, 1994, appearing
in and incorporated by reference in the Annual Report on Form 10-K of Lowe's
Companies, Inc. for the year ended January 31, 1994.
Deloitte & Touche
Charlotte, North Carolina
July 7, 1994
