As filed with the Securities and Exchange Commission on February 24, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
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
incorporation) Identification No.)
P. O. Box 1111
North Wilkesboro, North Carolina 28656
(910) 658-4000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
William C. Warden, Jr.
Executive Vice President and General Counsel
Lowe's Companies, Inc.
P. O. Box 1111
North Wilkesboro, North Carolina 28656
(910) 658-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Lathan M. Ewers, Jr.
Randall S. Parks
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8200
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-42733
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount being offering price per aggregate offering Amount of
being registered(1) registered(2) share(2) price(2) registration
fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, par value $.50 per share . . . 1,034,482 $58.00 $59,999,956 $16,680
===============================================================================================================================
</TABLE>
(1) Includes one attached preferred share purchase right per share of Common
Stock. Prior to the occurrence of certain events, the preferred share
purchase rights will not be exercisable and will not be evidenced
separately from the Common Stock.
(2) Based on the offering price.
<PAGE>
EXPLANATORY STATEMENT
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both promulgated under the Securities Act of
1933, as amended (the "Securities Act"), and includes the Registration Statement
facing page, this page, the signature page, an exhibit index, a legal opinion
and related consent, an accountant's letter re unaudited interim financial
information and an accountant's consent. Pursuant to Rule 462(b), the contents
of the Registration Statement on Form S-3 (File No. 333-42733) of Lowe's
Companies, Inc., including the exhibits thereto, are hereby incorporated herein
by reference. Pursuant to Rule 462(b) under the Securities Act, this
Registration Statement is to be effective upon filing.
<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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of North Wilkesboro, State of North Carolina, on
February 23, 1999.
LOWE'S COMPANIES, INC.
(Registrant)
By: /s/ Kenneth W. Black, Jr.
--------------------------------
Kenneth W. Black, Jr.
Vice President and Corporate Controller
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 23, 1999. Each of the directors and/or officers
of Lowe's Companies, Inc. whose signature appears below hereby appoints Robert
L. Tillman, William C. Warden, Jr. and Lathan M. Ewers, Jr., and each of them
severally, as his or her attorney-in-fact to sign in his or her name and behalf,
in any and all capacities stated below, and to file with the Securities and
Exchange Commission any and all amendments, including post-effective amendments,
to this registration statement, making such changes in the registration
statement as appropriate, and generally to do all such things in their behalf in
their capacities as officers and directors to enable Lowe's Companies, Inc. to
comply with the provisions of the Securities Act of 1933, and all requirements
of the Securities and Exchange Commission.
<TABLE>
Signature Title
--------- -----
<S> <C>
/s/ Robert L. Tillman Chairman of the Board, President, Chief Executive
- ----------------------------------------- Officer and Director (Principal Executive Officer)
Robert L. Tillman
/s/ Thomas E. Whiddon Executive Vice President and Chief Financial
- ----------------------------------------- Officer (Principal Financial Officer)
Thomas E. Whiddon
/s/ Kenneth W. Black, Jr. Vice President and Corporate Controller
- ----------------------------------------- (Principal Accounting Officer)
Kenneth W. Black, Jr.
/s/ William A. Andres Director
- -----------------------------------------
William A. Andres
/s/ John M. Belk Director
- -----------------------------------------
John M. Belk
<PAGE>
/s/ Leonard L. Berry Director
- -----------------------------------------
Leonard L. Berry
/s/ Peter C. Browning Director
- -----------------------------------------
Peter C. Browning
/s/ James F. Halpin Director
- -----------------------------------------
James F. Halpin
/s/ Carol A. Farmer Director
- -----------------------------------------
Carol A. Farmer
/s/ Paul Fulton Director
- -----------------------------------------
Paul Fulton
/s/ Leonard G. Herring Director
- -----------------------------------------
Leonard G. Herring
/s/ Claudine B. Malone Director
- -----------------------------------------
Claudine B. Malone
Director
- -----------------------------------------
Richard K. Lochridge
/s/ Robert G. Schwartz Director
- -----------------------------------------
Robert G. Schwartz
/s/ Robert L. Strickland Director
- -----------------------------------------
Robert L. Strickland
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
------ -------
*1.1 Domestic Purchase Agreement
*1.2 International Purchase Agreement
4.1 Rights Agreement, dated as of September 8, 1998, between the
Company and Wachovia Bank, N.A. (incorporated by reference to
Exhibit 4.1 to the registrant's Current Report on Form 8-K,
dated September 9, 1998)
5.1 Opinion of Hunton & Williams
15.1 Letter of Deloitte & Touche LLP re Unaudited Interim Financial
Information
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Hunton & Williams (included in Exhibit 5.1)
- -----------------
* To be filed subsequent to effectiveness of this Registration Statement and
incorporated by reference pursuant to a Current Report on Form 8-K.
Exhibit 5.1
HUNTON & WILLIAMS
951 East Byrd Street
Riverfront Plaza, East Tower
Richmond, VA 23219
FILE NO.: 23797.283
February 24, 1999
Lowe's Companies, Inc.
P.O. Box 1111
Highway 268 East
North Wilkesboro, North Carolina 28656-0001
Registration Statement on Form S-3
Relating to 1,034,482 Shares
of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Lowe's Companies, Inc., a North
Carolina corporation (the "Company"), in connection with the registration by the
Company of an aggregate of 1,034,482 of its shares of common stock, par value
$.50 per share (the "Common Stock"), as set forth in the Registration Statement
on Form S-3 (the "Registration Statement") that is being filed on the date
hereof with the Securities and Exchange Commission (the "Commission") by the
Company pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended.
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers and
of public officials as we have deemed necessary.
Based upon the foregoing, we are of the opinion that:
1. the Company is duly incorporated, validly existing and in good
standing under the laws of the State of North Carolina; and
2. the Common Stock has been duly authorized and, upon the issuance and
sale of the Common Stock in accordance with the Registration Statement, the
prospectus and the applicable supplements to the prospectus, which are
incorporated by reference in the Registration Statement, the Common Stock will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Hunton & Williams
Exhibit 15.1
February 24, 1999
Lowe's Companies, Inc.
North Wilkesboro, North Carolina
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Lowe's Companies, Inc. and subsidiaries for the periods ended May
1, 1998 and May 2, 1997 as indicated in our report dated May 12, 1998; July 31,
1998 and August 1, 1997 as indicated in our report dated August 11, 1998; and
October 30, 1998 and October 31, 1997 as indicated in our report dated November
10, 1998; because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended May 1, 1998, July 31,
1998, and October 30, 1998 are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Lowe's Companies, Inc. on Form S-3 of our report dated February 19, 1998,
appearing and incorporated by reference in the Annual Report on Form 10-K of
Lowe's Companies, Inc. and subsidiaries for the year ended January 30, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
February 24, 1999
