<PAGE>
As filed with the Securities and Exchange Commission on April 5, 2000
Registration No. 333-33230
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________________
LOWE'S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
NORTH CAROLINA 56-0578072
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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
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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: [_]
______________________________________________________________________________
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EXPLANATORY STATEMENT
This Pre-Effective Amendment No. 1 to a Registration Statement on Form S-3
filed by Lowe's Companies, Inc. on March 24, 2000 (File No. 333-33230) is being
filed solely to file a revised legal opinion regarding the validity of the
securities to be issued hereunder, and includes the Registration Statement
facing page, this page, the Part II information, the signature page, an exhibit
index, and the legal opinion.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Exhibit Number
- --------------
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)
II-1
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SIGNATURE
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 amendment no. 1 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Wilkes, State of North Carolina, on
April 5, 2000.
LOWE'S COMPANIES, INC.
(Registrant)
By: /s/ Stephen A. Hellrung
-----------------------
Stephen A. Hellrung, Senior Vice
President, General Counsel and
Secretary
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 1 to the registration statement has been signed by the following persons in
the capacities indicated on April 5, 2000.
Signature Title
--------- -----
/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. Whiddon* Executive Vice President and Chief Financial
- ----------------------
Thomas E. Whiddon Officer (Principal Financial Officer)
/s/ Kenneth W. Black, Jr.* Senior Vice President and Chief Accounting
- --------------------------
Kenneth W. Black, Jr. Officer (Principal Accounting Officer)
/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
- --------------------
II-2
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Carol A. Farmer
/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
* By: /s/ Stephen A. Hellrung
--------------------------
Stephen A. Hellrung
Attorney-in-Fact
II-3
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EXHIBIT INDEX
Exhibit Number
- --------------
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)
II-4
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Exhibit 5.1
-----------
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, VA 23219
April 5, 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 shares of its common stock, par value $.50 per
share (the "Common Stock"), as set forth in the Registration Statement on Form
S-3 No. 333-33230 (the "Registration Statement") filed on March 24, 2000 with
the Securities and Exchange Commission (the "Commission") and as amended by Pre-
Effective Amendment No. 1 being filed on the date hereof ("Amendment No. 1").
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 consent to the filing of this opinion with the Commission as an exhibit
to Amendment No. 1.
Very truly yours,
/s/ Hunton & Williams
