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As filed with the Securities and Exchange Commission on March 24, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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 No.)
incorporation or organization)
1605 Curtis Bridge Road
Wilkesboro, North Carolina 28697
(336) 658-5445
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Stephen A. Hellrung
Senior Vice President, General Counsel and Secretary
Lowe's Companies, Inc.
1605 Curtis Bridge Road
Wilkesboro, North Carolina 28697
(336) 658-5445
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Lathan M. Ewers, Jr.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8269
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement in light of
market conditions and other factors.
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, check the following box: [X]
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: [_]
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
under the Securities Act, please check the following box: [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed Maximum
Proposed Maximum Aggregate
Title of Each Class of Aggregate Amount Offering Price Offering Amount of
Securities to be Registered to be Registered Per Unit Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.50 par 2,500,000
value..................... shares(1) $50.41(2) $126,025,000(2) $33,271
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Preferred Share Purchase 2,500,000
Rights(3)................. rights N/A N/A N/A
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</TABLE>
(1) This Registration Statement covers the maximum number of shares of common
stock of the Registrant which may be issued in connection with the
transactions described herein.
(2) Estimated solely for the purpose of computing the registration fee. This
amount was calculated pursuant to Rule 457(c) on the basis of $50.41 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 March 22,
2000.
(3) The Rights to purchase Participating Cumulative Preferred Stock, Series
A, will be attached to and will trade with shares of the Common Stock of
Lowe's.
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<PAGE>
Prospectus
Lowe's Stock Advantage
Direct Stock Purchase Plan
Lowe's Companies, Inc. is pleased to offer you the opportunity to
participate in Lowe's Stock Advantage Direct Stock Purchase Plan (the Lowe's
Plan). The Lowe's Plan is designed to provide you with a convenient method to
purchase shares of Lowe's common stock and to reinvest cash dividends in the
purchase of additional shares. EquiServe Trust Company will act as Plan
Administrator for the Lowe's Plan.
This prospectus relates to 2,500,000 shares of Lowe's common stock, par
value $0.50 per share, to be offered for purchase under the Lowe's Plan.
Lowe's common stock is listed on the New York Stock Exchange, the Pacific
Stock Exchange, and the London Stock Exchange, with shares trading under the
ticker symbol "LOW".
Key Features of the Lowe's Stock Advantage Direct Stock Purchase Plan:
Enrollment: If you currently own Lowe's common stock registered in your
name, you may participate in the Lowe's Plan by completing and returning a
shareholder authorization form. If you own Lowe's stock, but your shares are
currently held by a bank or broker in its name (i.e., "street name"), you will
need to register the shares in your name and then complete a shareholder
authorization form.
If you wish to leave your shares in "street name" or if you currently do not
own any shares of Lowe's common stock, you may join the Lowe's Plan by
completing an Initial Enrollment Form and making an initial cash investment of
at least $250.
Additional Investments: Once you have enrolled, you may make additional
investments in any amount from $25 to $250,000 per year by check or money
order, or through automatic monthly deductions from a qualified bank account.
Dividend Reinvestments: You may reinvest all, some, or none of your cash
dividends in additional shares of Lowe's common stock. You may change your
reinvestment election at any time.
Safekeeping of Shares: All shares of Lowe's common stock purchased through
the Lowe's Plan will be held by the Plan Administrator in book-entry form in
your account. If you hold Lowe's common stock certificates outside of the
Lowe's Plan, you may deposit those certificates for safekeeping with the Plan
Administrator, and those shares will be reflected in your Lowe's Plan account.
Sale of Shares: The Lowe's Plan provides you with the ability to sell all or
any portion of Lowe's common stock held in the Lowe's Plan in book-entry form.
You may also request to receive a certificate for these shares and sell the
shares outside the Lowe's Plan.
Fees: There are enrollment, investment, brokerage, and sales fees associated
with the Lowe's Plan. See page for the Lowe's Plan's fee schedule.
More Information: For more information about the Lowe's Plan, call the
Lowe's Plan's toll free number, (800) - or see Lowe's web site at
www.lowes.com.
The shares of Lowe's common stock being offered are not insured or protected
by any governmental agency, and involve investment risk, including the
possible gain or loss of principal. In addition, dividends may go up and down.
This prospectus is not an offer to sell securities and it is not soliciting
an offer to buy securities in any state or country where the offer or sale is
not permitted. To the extent required by applicable law in certain
jurisdictions, shares offered through the Lowe's Plan are offered only through
a registered broker-dealer in those jurisdictions.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
The date of this prospectus is , 2000
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TABLE OF CONTENTS
<TABLE>
<S> <C>
INFORMATION ABOUT LOWE'S.................................................... 1
FORWARD-LOOKING STATEMENTS.................................................. 2
THE LOWE'S STOCK ADVANTAGE DIRECT STOCK PURCHASE PLAN....................... 3
WHERE YOU CAN FIND MORE INFORMATION......................................... 10
INCORPORATION OF INFORMATION WE FILE WITH THE SEC........................... 10
USE OF PROCEEDS............................................................. 11
LEGAL OPINIONS.............................................................. 11
EXPERTS..................................................................... 11
</TABLE>
INFORMATION ABOUT LOWE'S
Lowe's is the second largest retailer of home improvement products in the
world, with specific emphasis on do-it-yourself (DIY) retail and commercial
business customers. Lowe's specializes in offering products and services for
home improvement, home decor, home construction, repair and remodeling.
At January 28, 2000, Lowe's operated 576 stores in 37 states with more than
57 million square feet of sales floor. Lowe's was incorporated in North
Carolina in 1952 and has been a publicly held company since 1961. Lowe's
common stock is listed on the New York Stock Exchange, the Pacific Stock
Exchange, and the London Stock Exchange, with shares trading under the ticker
symbol "LOW". Lowe's Customer Support Center is located in Wilkesboro, North
Carolina.
Since 1989, Lowe's has been implementing an aggressive store expansion
strategy, which has transformed Lowe's from a chain of small stores into a
chain of destination home improvement warehouses. Lowe's current prototype
store has a 121,000 square foot sales floor with a lawn and garden center
comprising approximately 35,000 additional square feet. In April 1998, Lowe's
announced plans for a major expansion into the western United States, with
plans to build in excess of 100 new stores in certain western markets over the
next three to four years. The first of the western stores opened in December
1999. In November 1998, Lowe's entered into a merger agreement with Eagle
Hardware & Garden, Inc., an operator of 36 home improvement centers in the
western United States. The acquisition of Eagle was completed on April 2,
1999. Lowe's 2000 expansion plan calls for opening 95 stores (which includes
relocating approximately 20 older, smaller format stores).
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FORWARD-LOOKING STATEMENTS
This Prospectus may include "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Although we believe that the expectations reflected in
such forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct. Some of the things that could
cause our actual results to differ substantially from our expectations are:
. Our sales are dependent upon the general economic health of the country,
the level of repairs, remodeling and additions to existing homes,
commercial building activity, and the availability and cost of
financing. An economic downturn can impact sales because much of our
inventory is purchased for discretionary projects, which can be delayed.
. Our expansion strategy may be impacted by environmental regulations,
local zoning issues and delays, availability and development of land,
and more stringent land use regulations than we have traditionally
experienced.
. Many of our products are commodities whose prices fluctuate erratically
within an economic cycle, a condition true of lumber and plywood.
. Our business is highly competitive, and as we expand to larger markets,
and to the internet, we may face new forms of competition which do not
exist in some of the markets we have traditionally served.
. The ability to continue our everyday competitive pricing strategy and
provide the products that consumers want depends on our vendors
providing a reliable supply of inventory at competitive prices.
. On a short-term basis, weather may adversely affect sales of product
groups like lawn and garden, lumber, and building materials.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
You should carefully read this prospectus and the documents incorporated by
reference in their entirety. They contain information that you should consider
when making your investment decision.
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized any other person to
provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. You should assume that
the information appearing in this prospectus, as well as information that we
previously filed with the SEC and incorporated by reference, is accurate as of
the date on the front cover of this prospectus only. Our business, financial
condition, results of operations and prospects may have changed since that
date.
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THE LOWE'S STOCK ADVANTAGE DIRECT STOCK PURCHASE PLAN
General
1. What is the Lowe's Stock Advantage Direct Stock Purchase Plan?
The Lowe's Stock Advantage Direct Stock Purchase Plan is a convenient and
low cost purchase plan which enables new investors to make an initial
investment in Lowe's common stock and existing investors to increase their
holdings of Lowe's common stock. Participants may elect to have dividends
automatically reinvested in Lowe's common stock and/or to make optional cash
investments through the Plan Administrator, EquiServe Trust Company.
Participation is entirely voluntary and we give no advice regarding your
decision to join the Lowe's Plan. If you decide to participate, an
Authorization Form is enclosed for your convenience.
2. What options are available under the Lowe's Plan?
The Lowe's Plan allows participants to:
. Make initial investments in Lowe's common stock;
. Have their common stock dividends automatically reinvested in additional
shares of Lowe's common stock; and
. Make additional cash investments in Lowe's common stock, including the
option to make automatic monthly purchases by authorizing deductions
from a bank account.
Please refer to Question 8 for details on fees to be paid by participants,
to Question 16 for additional information regarding dividend payment options
and Questions 10 through 12 for further information regarding the methods of
making additional cash investments.
Please retain all transaction statements for your records. The statements
contain important tax and other information.
3. Who is eligible to participate in the Lowe's Plan?
All U.S. citizens are eligible to participate in the Lowe's Plan, whether or
not they are currently stockholders of Lowe's.
4. Can non-U.S. citizens participate in the Lowe's Plan?
Yes. If you are not a U.S. citizen, you can participate in the Lowe's Plan,
provided there are not any laws or governmental regulations that would
prohibit you from participating or laws or governmental regulations that would
affect the terms of the Lowe's Plan. Lowe's reserves the right to terminate
participation of any stockholder if it deems it advisable under any foreign
laws or regulations. All Lowe's Plan funds must be in U.S. funds and drawn on
a U.S. bank. If you are not in the United States, contact your bank to verify
that they can provide you with a check that clears through a U.S. bank and can
print the dollar amount in U.S. funds. Due to the longer clearance period, we
are unable to accept checks clearing through non-U.S. banks. Please contact
your local bank for details on how to make the transaction.
Eligibility and Enrollment
5. How does a Lowe's shareholder enroll in the Lowe's Plan?
If you are already a Lowe's shareholder of record (i.e., if you own shares
that are registered in your name, not your broker's), you may enroll in the
Lowe's Plan simply by completing and returning a Shareholder Authorization
Form.
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6. I already own shares, but they are held by my bank or broker and registered
in "street name". How can I participate?
If you currently own shares of Lowe's stock that are held on your behalf by
a bank or broker (i.e., "street name"), you will need to arrange with your
bank or broker to have at least one share registered directly in your name in
order to be eligible to participate. Once the share(s) are registered in your
name, you can complete a Shareholder Authorization Form. Alternatively, you
may enroll in the Lowe's Plan in the same manner as someone who is not
currently a shareholder. (see question 7.)
7. I'm not currently a shareholder. May I participate in the Lowe's Plan?
If you currently do not hold shares of Lowe's common stock, you may enroll
in the Lowe's Plan by completing an Initial Enrollment Form for new investors
and making an initial investment of at least $250 by check or money order. An
enrollment fee of $5 will be deducted from your initial investment.
8. Are there fees associated with enrollment?
Participation in the Lowe's Stock Advantage Direct Stock Purchase Plan is
subject to the following fees. These fees may change at any time and you will
be notified of any changes.
Fee Schedule
<TABLE>
<S> <C>
One-time enrollment fee in Lowe's
Plan.............................. $5.00*
Lowe's Plan investment fees
For each check or money order.... 5% of investment, up to a maximum of $2.50
per transaction
For each automatic debit......... 5% of investment, up to a maximum of $2.50
per transaction
Brokerage trading fees (applied if
shares are traded on the open
market):
Purchase fee (per share)......... $.05
Sales fee (per share)............ $.12
Fee on each sale of shares......... $10.00
Fee for returned check or rejected
automatic deductions.............. $25.00
</TABLE>
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* If you are a shareholder of record, this enrollment fee will be waived. If
you are not a record holder, this enrollment fee will apply and will be
deducted from your initial investment.
Additional Investments
9. What are the minimum and maximum amounts for additional investments?
The minimum amount for additional investments is $25 each investment and the
maximum amount is $250,000 during any calendar year.
10. How do I make an additional investment?
You may send a check or money order payable in U.S. dollars to "Lowe's Stock
Advantage Direct Stock Purchase Plan". Checks must be drawn against a U.S.
bank or U.S. bank affiliate. Cash and third-party checks are not allowed.
Checks or money orders must be accompanied by the appropriate section of your
account statement and mailed to Lowe's Stock Advantage Direct Stock Purchase
Plan, c/o EquiServe at the address indicated on your account statement.
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11. May I have additional investments automatically deducted from my bank
account?
Yes. You may authorize monthly automatic deductions from an account at a
financial institution that is a member of the National Automated Clearing
House Association.
. To initiate this service, you must send an Automatic Monthly Investment
Form to the Plan Administrator after you have enrolled in the Plan.
. To change any aspect of the instruction, you must send a revised
Automatic Monthly Investment Form to the Plan Administrator.
. To terminate deductions, you must notify the Plan Administrator in
writing.
Initial set-up, changes and terminations to the automatic deduction
instructions will be made as soon as practicable. Once effective, funds will
be deducted from your designated account on the 25th day of each month, or the
next business day if the 25th is not a business day.
12. Will I be charged fees for additional investments?
Yes. For any investment made by check or money order, a service charge of 5%
of the amount of your investment, up to a maximum of $2.50 per transaction,
will be deducted at the time of the investment. The same charge will be
deducted for any investment made by automatic monthly deduction. In addition,
the purchase price will include a service fee of $.05 per share, which
includes brokerage commissions, if purchases are being made from the open
market.
13. How are payments with "insufficient funds" handled?
If the Plan Administrator does not receive a payment because of insufficient
funds or incorrect draft information, the requested purchase will be deemed
void, and the Plan Administrator will immediately remove from your account any
shares purchased in anticipation of receiving such funds. If the net proceeds
from the sale of such shares are insufficient to satisfy the balance of the
uncollected amounts, the Plan Administrator may sell additional shares from
your account as necessary to satisfy the uncollected balance.
In addition, an "insufficient funds" fee of $25.00 will be charged. The Plan
Administrator may place a hold on the Lowe's Plan account until the
"insufficient funds" fee is received from you, or may sell shares from your
account to satisfy any uncollected amounts.
14. When will shares be purchased?
The Plan Administrator will buy shares each week, beginning on Thursday (or
the next business day) if your funds are received at least two business days
before that Thursday.
For automatic monthly purchases, shares will be purchased on the first
Thursday following the 25th day of the month, if your enrollment material is
received by the last business day of the previous month.
15. What is the price of shares purchased under the Lowe's Plan?
The purchase price for shares purchased by the Plan Administrator in the
open market will be the average weighted price per share paid by the Plan
Administrator for all purchases made that week for Lowe's Plan participants.
The purchase price for shares purchased from or sold to Lowe's will be the
average of the high and low sales price reported on the New York Stock
Exchange's consolidated tape for the day of the transaction.
The Plan Administrator will use your investment to purchase as many full
shares as possible and will use any amount remaining to purchase a fraction of
a share.
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Dividends
16. Must my dividends be reinvested automatically?
No. You may elect full, partial or no reinvestment of your dividends by
completing the appropriate form obtained from the Plan Administrator. Unless
you make an election, all cash dividends on shares you hold outside of the
Lowe's Plan will be paid to you as well as dividends earned on shares in your
Lowe's Plan account . If you choose partial investment, you must identify the
percentage of shares in your account on which you would like to receive cash
payments for dividends.
17. When will my dividends be reinvested and at what price?
The reinvestment of your dividends will generally be completed within five
business days of the dividend payment date. The price of shares purchased with
the dividends will be the weighted average price of all shares purchased with
reinvested dividends.
Source of Stock
18. What is the source of Lowe's stock purchased through the Lowe's Plan?
At Lowe's option, share purchases will be made in the open market or
directly from Lowe's. Share purchases on the open market may be made on any
stock exchange where Lowe's common stock is traded or by negotiated
transactions on such terms as the Plan Administrator may reasonably determine.
Neither Lowe's nor any participant will have any authority or power to direct
the date, time or price at which shares may be purchased by the Plan
Administrator.
Sale of Shares
19. How do I sell my shares?
You can sell some or all of the Lowe's Plan shares you hold in book-entry
form by providing written instructions to the Plan Administrator. Each account
statement you receive will have a form for this purpose. You can also sell
your shares by calling the Plan Administrator.
The Plan Administrator will sell shares daily within five business days of
receipt of proper instructions. The sale price for your shares will be the
average weighted price per share received by the Plan Administrator for all
sales made that day for Lowe's Plan participants. A $10 service charge and a
service fee of $0.12 per share, which includes brokerage commissions, will be
deducted from your sale proceeds.
Please note that the Plan Administrator is not able to accept instructions
to sell on a specific day or at a specific price.
If you prefer, you can withdraw shares from the Lowe's Plan, at no cost to
you, and sell them through a broker of your own choosing. Certificates will
normally be mailed to you within five business days of receipt of your
instructions. If you sell a portion of your shares, the Plan Administrator
will continue to reinvest the dividends on the percentage of shares previously
authorized by you.
How Shares are Held
20. How does the safekeeping service (book-entry shares) work?
All shares of Lowe's stock that are purchased through the Lowe's Plan will
be held by the Plan Administrator and registered in book-entry form in your
Lowe's Plan account on the records of the Plan Administrator. If you hold
Lowe's common stock certificates outside the Lowe's Plan you may also, at any
time, deposit those certificates for safekeeping with the Plan Administrator,
and the shares represented by the deposited certificates will be included in
book-entry form in your Lowe's Plan account.
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21. How do I deposit my Lowe's stock certificates with the Plan Administrator?
To deposit certificates into the Lowe's Stock Advantage Direct Stock
Purchase Plan, you should send your certificates, by registered and insured
mail, to the Plan Administrator at Lowe's Stock Advantage Direct Stock
Purchase Plan, c/o EquiServe, P.O. Box 8200, Boston, MA 02266-8200, with
written instructions to deposit those shares in your Lowe's Plan account. The
certificates should not be endorsed and the assignment section should not be
completed.
22. Are there any charges associated with this custodial service?
No. There is no cost to you either for having the Plan Administrator hold
the shares purchased for you through the Lowe's Plan or for having the Plan
Administrator deposit the stock certificates you hold into your account.
23. How can I receive a stock certificate?
Normally, stock certificates for shares purchased under the Lowe's Plan will
not be issued; rather shares will be registered in the name of the Plan
Administrator or its nominee and credited to your Lowe's Plan account.
However, you may request a stock certificate by indicating your preference on
the stub attached to your account statement and forwarding it to the Plan
Administrator. There is no charge for this service. Stock certificates for
fractional shares will not be issued.
Transfers of Shares
24. Can I transfer shares that I hold in the Lowe's Plan to someone else?
Yes. You may transfer ownership of some or all of your Lowe's Plan shares by
sending the Plan Administrator written transfer instructions. Your signature
must be "Medallion Guaranteed" by a financial institution. Most banks and
brokers participate in the Medallion Guarantee program. The Medallion
Guarantee program ensures that the individual signing is in fact the owner of
the participant's account.
You may transfer shares to new or existing Lowe's shareholders. However, a
new Lowe's Plan account will not be opened for a transferee as a result of a
transfer of less than one full share.
Change of Address
25. I've just moved. How can I request a change of address or update other
personal data?
It is important that our records contain your most up-to-date personal data.
If you need to request a change of address or update other personal data,
please call EquiServe at 1-800- - or write to them at the address listed
in Question 28.
Withdrawal from the Lowe's Stock Advantage Direct Stock Purchase Plan
26. How do I close my Lowe's Plan account?
You may terminate your participation in the Lowe's Plan either by completing
the appropriate section of your account statement and returning it to the Plan
Administrator or by giving written notice to the Plan Administrator. Upon
termination, you must elect either to receive a certificate for the number of
whole shares held in your Lowe's Plan account and a check for the value of any
fractional shares, or to have all of the shares in your Lowe's Plan account
sold for you as described above and pay applicable fees and commissions.
The Plan Administrator will send you your proceeds, without interest, or
your certificates as soon as is practicable. If a notice of withdrawal is
received on or after the record date, but before the related dividend payment
date, the Plan Administrator will not process your request until after the
dividend reinvestment has
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posted to your account. Thereafter, cash dividends on shares you physically
hold will be paid out to you and not reinvested in Lowe's common stock.
Administration
27. Who administers the Lowe's Stock Advantage Direct Stock Purchase Plan?
The Lowe's Plan is administered by EquiServe Trust Company, Lowe's stock
transfer agent, registrar and dividend disbursing agent. As Plan
Administrator, EquiServe acts as agent for Lowe's Plan participants and keeps
records, sends statements and performs other duties relating to the Lowe's
Plan.
Purchases and sales of Lowe's common stock under the Lowe's Plan are made by
an independent broker-dealer acting as purchasing agent for Lowe's Plan
participants. To the extent required by applicable law in certain
jurisdictions, shares offered under the Lowe's Plan are offered through an
independent broker-dealer.
28. How do I contact the Plan Administrator?
You may contact the Plan Administrator by writing to:
Lowe's Stock Advantage Direct Stock Purchase Plan
c/o EquiServe Trust Company
P.O. Box 8200
Boston, Massachusetts 02266-8200
You may also telephone the Plan Administrator toll free at 1-800- - ,
24 hours a day, seven days a week. Customer service representatives are
available between the hours of 9:00 A.M. and 6:00 P.M. Eastern Time, Monday
through Friday.
When communicating with the Plan Administrator, you should have available
your account number and taxpayer identification number.
29. What kind of reports will be sent to participants in the Lowe's Plan?
You will receive a quarterly statement of account activity. Supplemental
account statements will be provided for any month in which you make a cash
investment or deposit or transfer or withdraw shares. You will also receive
transaction statements promptly after each sale of shares under the Lowe's
Plan. You should retain these statements in order to establish the cost basis
of shares purchased under the Lowe's Plan for income tax and other purposes.
In addition, you will receive all communications sent to other shareholders,
such as annual reports and proxy statements.
Additional Information
30. How would a stock split or stock dividend affect my account?
Any shares resulting from a stock split or stock dividend paid on shares
held in custody for you by the Plan Administrator will be credited to your
book-entry position. Of course, you may request a certificate at any time for
any or all of your shares.
31. How do I vote my Lowe's Plan shares at shareholder meetings?
You will be sent a proxy statement in connection with each meeting of Lowe's
shareholders, together with a proxy card. This proxy card, when signed and
returned, will be voted as you indicate. Fractional shares will be aggregated
and voted in accordance with the participant's directions. If the proxy card
is not returned or if it is returned unsigned, the shares will not be voted.
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32. Can the Lowe's Plan be changed?
We may add to, modify or discontinue the Lowe's Plan at any time. We will
send you written notice of any significant changes.
Upon discontinuance of the Lowe's Plan, we will return to you any uninvested
automatic deductions from your bank account, any uninvested optional cash
investments or initial investment, issue free of charge a certificate for full
shares credited to your account and pay you in cash for any fractional shares
credited to your account.
33. What are the responsibilities of Lowe's and the Plan Administrator?
Neither Lowe's nor the Plan Administrator, EquiServe Trust Company will be
liable for any act, or for any failure to act as long as they have made good
faith efforts to carry out the terms of the Lowe's Plan, as described in this
Prospectus and on the forms that accompany each investment or activity.
Participants should recognize that neither Lowe's nor the Plan Administrator
can promise a profit or protect against a loss on the common stock purchased
under the Lowe's Plan.
Although the Lowe's Plan provides for the reinvestment of dividends, the
declaration and payment of dividends will continue to be determined by the
Lowe's Board of Directors at its discretion, depending upon future earnings,
the financial condition of Lowe's and other factors. The amount and timing of
dividends may be changed, or the payment of dividends terminated, at any time
without notice.
Tax Consequences
You should consult with your tax advisor for a complete analysis of the tax
consequences of participating in the Lowe's Plan. The following summary is for
general information only.
Cash dividends reinvested under the Lowe's Plan will be taxable for U.S.
Federal income tax purposes as having been received by you even though you
have not actually received them in cash. You will receive an annual statement
from the Plan Administrator indicating the amount of reinvested dividends
reported to the U.S. Internal Revenue Service as dividend income.
You will not realize a gain or loss for U.S. Federal income tax purposes
upon a transfer of shares to the Lowe's Plan or the withdrawal of whole shares
from the Lowe's Plan. You will, however, generally realize a gain or loss when
shares are sold, including any fractional share interest for which you receive
cash upon termination of your participation in the Lowe's Plan. The amount of
gain or loss will be the difference between the amount that you receive for
the shares sold and your tax basis for the shares. In order to determine the
tax basis for shares in your account, you should retain all account and
transaction statements.
Lowe's Plan participants who are foreign persons generally are subject to a
withholding tax on dividends paid on shares held in the Lowe's Plan. The Plan
Administrator is required to withhold from dividends paid to foreign
shareholders the appropriate amount, up to 30% under current law, determined
in accordance with Internal Revenue Service regulations. Where applicable,
this withholding tax may be determined by treaty between the U.S. and the
country in which the participant resides. In addition, dividends paid on
shares in Lowe's Plan accounts may be subject to the 31% backup withholding
tax under the Internal Revenue Code if the participant does not provide an IRS
Form W-9 certifying that the participant is not subject to backup withholding
tax. Accordingly, the amount of any dividends that will be credited to a
participant's Lowe's Plan account for investment in additional shares of
Lowe's common stock will be net of any applicable withholding tax.
9
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the
SEC at the SEC's following public reference facilities:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-
2511
You may also obtain copies of the documents at prescribed rates by writing
to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. Please call 1-800-SEC-0330 for further
information on the operations of the public reference facilities. Our SEC
filings are also available at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
This prospectus constitutes part of a registration statement on Form S-3
filed by Lowe's under the Securities Act of 1933. As allowed by SEC rules,
this prospectus does not contain all the information you can find in the
registration statement or the exhibits to the registration statement.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" in this prospectus the
information we file with the SEC, which means:
. incorporated documents are considered part of this prospectus;
. we can disclose important information to you by referring you to those
documents; and
. information that we file with the SEC will automatically update and
supersede the information in this prospectus and any information that
was previously incorporated.
The following documents filed by Lowe's with the SEC (file No. 1-7083) are
incorporated herein by reference and made a part hereof: (i) Lowe's Annual
Report on Form 10-K for the fiscal year ended January 29, 1999; (ii) Lowe's
Quarterly Reports on Form 10-Q for the quarters ended April 30, 1999, July 30,
1999 and October 29, 1999; and (iii) the description of Lowe's common stock
contained in Lowe's registration statement on Form 8-A filed under the
Securities Exchange Act of 1934, as amended, including any amendment or report
filed for the purpose of updating such description.
You can obtain any of the filings incorporated by reference in this document
through us, or from the SEC through the SEC's web site or at the addresses
listed above. Documents incorporated by reference are available from us
without charge, excluding any exhibits to those documents unless the exhibit
is specifically incorporated by reference as an exhibit in this prospectus.
You can obtain documents incorporated by reference in this prospectus by
requesting them in writing or by telephone from us at the following address:
T. Carson Anderson, IV
Lowe's Companies, Inc.
1605 Curtis Bridge Road
Wilkesboro, North Carolina 28697
Telephone: (336) 658-4385 or (888) 34LOWES
10
<PAGE>
We also incorporate by reference each of the following documents that we
will file with the SEC after the date of the initial filing of the
registration statement and prior to the time we sell all of the shares of
common stock offered by this prospectus:
. reports filed under Section 13(a) and (c) of the Exchange Act;
. definitive proxy or information statements filed under Section 14 of the
Exchange Act in connection with any subsequent stockholders' meeting;
and
. any reports filed under Section 15(d) of the Exchange Act.
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.
USE OF PROCEEDS
Lowe's will receive proceeds from the purchase of common stock through
Lowe's Companies, Inc. Shareholder Investment Plan only to the extent that
such purchases are made directly from Lowe's, and not from open market
purchases by EquiServe. Any proceeds received by us (which cannot be
estimated), will be used for general corporate purposes.
LEGAL OPINIONS
The legality of the common stock covered by this prospectus has been passed
upon for us by Hunton & Williams, Richmond, Virginia.
EXPERTS
The financial statements as of January 29, 1999 and January 30, 1998 and for
each of the three years in the period ended January 29, 1999, have been
incorporated by reference in this prospectus and in the registration statement
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports, which are included and incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the offering are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................ $ 33,271
New York Stock Exchange Fee........................................ 33,200
Printing and Mailing............................................... 15,000
Accounting fees and expenses....................................... 10,000
Legal fees and Expenses............................................ 25,000
Miscellaneous...................................................... 3,529
--------
TOTAL............................................................ $120,000
========
</TABLE>
Item 15. Indemnification of Officers and Directors.
Article IV of Lowe's Bylaws provides that Lowe's will indemnify any person
as an officer or director of Lowe's or as an officer, director, trustee or
partner of another corporation, trust, partnership or employee benefit plan at
the request of Lowe's, against any liability incurred in connection with any
proceeding arising out of the service. To the extent that such person is
successful on the merits or otherwise in defense of any such proceeding,
Lowe's will indemnify him against expenses actually and reasonably incurred in
such defense. No indemnification is available if, at the time of the
activities that are the subject of the proceeding, the person knew or believed
that the activities were clearly in conflict with the best interests of
Lowe's. 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 the 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 he is adjudged liable on the basis
that personal benefit was improperly received by him.
Lowe's 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 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit Number
--------------
<C> <S>
4.1 Amended and Restated Rights Agreement dated December 2, 1999,
between the Company and Equiserve Trust Company, N.A., as
Rights Agent (incorporated herein by reference to Exhibit 2 of
Amendment No. 2 to the Company's Registration Statement on Form
8-A dated February 14, 2000, as amended by Exhibit 1 of
Amendment No. 3 to the Company's Registration Statement on Form
8-A, dated March 2, 2000)
5.1 Opinion of Hunton & Williams regarding the validity of the
securities being registered (filed herewith)
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP (filed herewith)
24.1 Power of Attorney for Officers and Directors (included on page
II-4 of the Registration Statement)
</TABLE>
II-1
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement; and
(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 the information in the registration statement;
provided, however, that the undertakings set forth in subparagraphs (i)
and (ii) above 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 Sections 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this 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.
(4) 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 Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) 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.
(5) 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 provisions described
under Item 15 above, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 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 the indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication
of the issue.
II-2
<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 County of Wilkes, State of North Carolina, on March 24,
2000.
Lowe's Companies, Inc. (Registrant)
/s/ Robert L. Tillman
By: _________________________________
Robert L. Tillman,
Chairman of the Board of
Directors, President,
Chief Executive Officer and
Director
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 March 24, 2000. Each of the directors and/or officers
of Lowe's Companies, Inc. whose signature appears below hereby appoints Thomas
E. Whiddon, Stephen A. Hellrung and Lathan M. Ewers, Jr., and each of them
severally, as his attorney-in-fact to sign in his 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 the 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>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Robert L. Tillman Chairman of the Board of Directors,
___________________________________________ President,
Robert L. Tillman Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Thomas E. Whidon Executive Vice President and Chief
___________________________________________ Financial Officer (Principal Financial
Thomas E. Whiddon Officer)
/s/ Kenneth W. Black, Jr. Senior Vice President and Chief Accounting
___________________________________________ Officer (Principal Accounting Officer)
Kenneth W. Black, Jr.
/s/ Leonard L. Berry, Ph.D. Director
___________________________________________
Leonard L. Berry, Ph.D.
/s/ Peter C. Browning Director
___________________________________________
Peter C. Browning
/s/ Carol A. Farmer Director
___________________________________________
Carol A. Farmer
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Paul Fulton Director
___________________________________________
Paul Fulton
/s/ James F. Halpin Director
___________________________________________
James F. Halpin
/s/ Richard K. Lochridge Director
___________________________________________
Richard K. Lochridge
/s/ Claudine B. Malone Director
___________________________________________
Claudine B. Malone
/s/ Robert G. Schwartz Director
___________________________________________
Robert G. Schwartz
/s/ Robert L. Strickland Director
___________________________________________
Robert L. Strickland
Director
___________________________________________
Kenneth D. Lewis
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number
--------------
<C> <S>
4.1 Amended and Restated Rights Agreement dated December 2, 1999,
between the Company and Equiserve Trust Company, N.A., as
Rights Agent (incorporated herein by reference to Exhibit 2 of
Amendment No. 2 to the Company's Registration Statement on Form
8-A dated February 14, 2000, as amended by Exhibit 1 of
Amendment No. 3 to the Company's Registration Statement on Form
8-A, dated March 2, 2000)
5.1 Opinion of Hunton & Williams regarding the validity of the
securities being registered (filed herewith)
23.1 Consent of Hunton & Williams (included in the opinion filed as
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP (filed herewith)
24.1 Power of Attorney for Officers and Directors (included on page
II-4 of the Registration Statement)
</TABLE>
II-5
<PAGE>
Exhibit 5.1
Hunton & Williams
951 East Byrd Street
Riverfront Plaza, East Tower
Richmond, VA 23219
March 24, 2000
Lowe's Companies, Inc.
1605 Curtis Bridge Road
Wilkesboro, North Carolina 28697
Registration Statement on Form S-3
Relating to 2,500,000 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 2,500,000 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 prospectus contained 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
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Lowe's Companies, Inc. and subsidiaries on Form S-3 of our report dated
February 19, 1999, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Lowe's Companies, Inc. and subsidiaries for the year
ended January 29, 1999 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
March 24, 2000
