-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NTklJwDuP5Oxm+TRZeb4Y2XW5Uo4DOuwGsmsk9KwA++ttsm9V2yW/zWTG0jwbcQW MYmSEvHyBf6P+WkBPhhOSQ== 0000916641-96-000818.txt : 19960930 0000916641-96-000818.hdr.sgml : 19960930 ACCESSION NUMBER: 0000916641-96-000818 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960927 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RHODES INC CENTRAL INDEX KEY: 0000083679 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 580536190 STATE OF INCORPORATION: GA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-20907 FILM NUMBER: 96636001 BUSINESS ADDRESS: STREET 1: 4370 PEACHTREE RD N E CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4042644600 MAIL ADDRESS: STREET 1: 4370 PEACHTREE RD N E CITY: ATLANTA STATE: GA ZIP: 30319 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEILIG MEYERS CO CENTRAL INDEX KEY: 0000046601 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FURNITURE STORES [5712] IRS NUMBER: 540558861 STATE OF INCORPORATION: VA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2235 STAPLES MILL RD CITY: RICHMOND STATE: VA ZIP: 23230 BUSINESS PHONE: 8043599171 MAIL ADDRESS: STREET 1: 2235 STAPLES MILL RD CITY: RICHMOND STATE: VA ZIP: 23230 SC 13D 1 HEILIG-MEYERS SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Rhodes, Inc. (Name of Issuer) Common Stock Without Par Value (Title of Class of Securities) 76235P 10 1 (CUSIP Number) Joseph R. Jenkins Heilig-Meyers Company 2235 Staples Mill Road, Richmond, Virginia 23230 (804) 359-9171 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) September 17, 1996 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [x]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 76235P 10 1 Schedule 13D 1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons Heilig-Meyers Company, I.R.S. Identification No.: 54-0558861 2) Check the Appropriate Row if a Member of a Group (See Instructions) (a) (b) x 3) SEC Use Only 4) Source of Funds (See Instructions) WC, OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6) Citizenship or Place of Organization Virginia Number of 7) Sole Voting Power 0 Shares Bene- ----------------- ficially Owned by 8) Shared Voting Power 2,918,404 Each ------------------- Reporting Person With 9) Sole Dispositive Power 25 ---------------------- 10) Shared Dispositive Power 0 ------------------------ 11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,918,404 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See ----------------------------------------------------------------- Instructions) 13) Percent of Class Represented by Amount in Row (11) -------------------------------------------------- 31.8% 14) Type of Reporting Person (See Instructions) ------------------------ CO Item 1. Security and Issuer. This statement relates to the common stock, without par value, of Rhodes, Inc. ("Rhodes"), a Georgia corporation with principal executive offices located at 4730 Peachtree Road, Atlanta, Georgia 30319. Item 2. Identity and Background. Item 2(a)-(c) This statement is filed by Heilig-Meyers Company, a Virginia corporation ("Heilig-Meyers"), which has its principal executive offices at 2235 Staples Mill Road, Richmond, Virginia 23230. Heilig-Meyers is a specialty retailer of home furnishings whose directors are: William C. DeRusha, Chairman Troy A. Peery, Jr. Alexander Alexander Robert L. Burrus, Jr. Beverly E. Dalton Charles A. Davis Benjamin F. Edwards III Alan G. Fleischer Nathaniel Krumbein Hyman Meyers S. Sidney Meyers Lawrence N. Smith George A. Thornton III Eugene Trani, Ph.D. The executive officers of Heilig-Meyers are as follows: Chairman of the Board & Chief Executive Officer William C. DeRusha President and Chief Operating Officer Troy A. Peery, Jr. Executive Vice President James F. Cerza, Jr. Executive Vice President and Chief Financial Officer Joseph R. Jenkins Executive Vice President James R. Riddle Senior Vice President, Accounting William J. Dieter Senior Vice President, Finance Roy B. Goodman Senior Vice President, Corporate Expansion William E. Helms Senior Vice President, Operations Curtis C. Kimbrell Senior Vice President, Advertising H.C. Poythress Senior Vice President, Human Resources & Training Ronald M. Ragland Senior Vice President, Government Relations John H. Sniffin Senior Vice President, Merchandising A.R. Weiler The principal business address for each of the directors and officers is 2235 Staples Mill Road, Richmond, Virginia 23230. Item 2(d). Heilig-Meyers has not, and to the best of Heilig-Meyers' knowledge, none of the executive officers and directors of Heilig-Meyers listed above has, during the past five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Item 2(e). Heilig-Meyers has not, and to the best of Heilig-Meyers' knowledge, none of the executive officers and directors of Heilig-Meyers listed above has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is not and has not been as a result of such proceeding, subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 2(f). The executive officers and directors of Heilig-Meyers are United States citizens. Item 3. Source and Amount of Funds or Other Consideration. The total amount of funds required by Heilig-Meyers to pay for the 25 shares of Rhodes Common Stock, no par value ("Rhodes Common Stock") as to which it has sole dispositive power was $237.50. Heilig-Meyers used cash to pay for these shares. Heilig- Meyers may be deemed to have acquired shared voting power of the 2,918,404 shares of Common Stock by virtue of the Voting Agreement described in Item 4 below. Item 4. Purpose of Transaction. On September 17, 1996, Rhodes, Heilig-Meyers, and HM Merger Subsidiary, Inc., a Georgia corporation and a wholly-owned subsidiary of Heilig-Meyers ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Merger Sub is to be merged (the "Merger") into Rhodes. On the effective date of the Merger, each of the issued and outstanding shares of Rhodes Common Stock will be converted into and become the right to receive 0.50 shares of Heilig-Meyers Common Stock, $2.00 par value ("Heilig-Meyers Common Stock"). In addition, all outstanding options to purchase Rhodes Common Stock will be assumed by Heilig-Meyers as provided in the Merger Agreement. The purpose of the Merger is to enable Heilig-Meyers to acquire the entire equity interest in Rhodes as contemplated by the Merger Agreement. Following completion of the Merger, Heilig-Meyers will be the sole shareholder of all of the issued and outstanding shares of Rhodes. The members of the board of directors and of the executive officers of the surviving corporation have not been determined. After the Merger, Rhodes Common Stock will not be listed on the New York Stock Exchange and will be eligible for termination of registration under Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. In connection with the Merger Agreement, Heilig Meyers, WPS Investors, L.P., a Georgia limited partnership ("WPS"), and Green Capital Investors, L.P., a Georgia limited partnership ("Green Capital", together with WPS and Heilig-Meyers the "Shareholders"), executed the Voting Agreement dated as of September 17, 1996 (the "Voting Agreement"). The Voting Agreement is intended to facilitate consummation of the Merger. Pursuant to the terms of the Voting Agreement, the Shareholders have agreed to vote the 2,918,404 shares of Rhodes Common Stock held by them in favor of adoption of the Merger Agreement, and against any Acquisition Proposal (as defined in the Merger Agreement). In addition, WPS and Green Capital have agreed that they will not, without the prior written consent of Heilig-Meyers, transfer, sell, assign or convey, or offer to transfer, sell, assign or convey (nor grant any party any option or right to purchase) the shares of Rhodes Common Stock owned by them and the Heilig-Meyers Common Stock received by them in the Merger, until the earlier of termination of the Merger Agreement prior to the effective date of the Merger or 30 days after the date on which Heilig-Meyers publishes information as to the financial results covering at least 30 days of post-Merger combined operations reflecting combined sales and net income. The Voting Agreement terminates in the event the Merger Agreement terminates. Item 5. Interest in Securities of the Issuer. (a) By virtue of the Voting Agreement, and of the purchase by Heilig-Meyers of 25 shares of Rhodes Common Stock on September 17, 1996, Heilig-Meyers may be deemed to be the beneficial owner of 2,918,404 shares of Rhodes Common Stock (approximately 31.8% of the issued and outstanding shares of Rhodes Common Stock). (b) Heilig-Meyers has sole dispositive power with respect to 25 shares of Rhodes Common Stock. By reason of the Voting Agreement, Heilig-Meyers may be deemed to share power to direct the vote of 2,918,404 shares of Rhodes Common Stock (approximately 31.8% of the outstanding shares of Rhodes Common Stock) with the other parties to the Voting Agreement. To the best of Heilig-Meyers' knowledge, the business address of each of the other parties to the Voting Agreement is 3343 Peachtree Road, N.E., Suite 1420--East Tower, Atlanta, Georgia 30326. To the best of Heilig-Meyers' knowledge, WPS Investors, L.P. has as its General Partner HTG Corp., a Georgia corporation whose President, sole director, and sole shareholder is Holcombe T. Green, Jr. To the best of Heilig-Meyers' knowledge, Green Capital Investors, L.P. has as its General Partner Green & Company, L.P., a Georgia limited partnership, who has as its General Partner HTG Corp., a Georgia corporation whose President, sole director, and sole shareholder is Holcombe T. Green, Jr. To the best of Heilig-Meyers' knowledge, none of such persons has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is not and has not been as a result of such proceeding, subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the best of Heilig-Meyers' knowledge, Holcombe T. Green, Jr. is a U.S. citizen. (c) The Voting Agreement was executed and delivered on September 17, 1996. On September 17, 1996, Heilig-Meyers purchased 25 shares of Rhodes Common Stock from HTG Corp. Profit Sharing Plan, at a price of $9.50 per share, pursuant to a letter agreement dated September 17, 1996 (the "Letter Agreement"). (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On September 17, 1996, Heilig-Meyers and each of Irwin L. Lowenstein and Joel H. Dugan entered into lock-up agreements (the "Lock-up Agreements"). Pursuant to the Lockup Agreements, Messrs. Lowenstein and Dugan have agreed that they will not, without the prior written consent of Heilig-Meyers, transfer, sell, assign or convey, or offer to transfer, sell, assign or convey (nor grant any party any option or right to purchase) the shares of Rhodes Common Stock owned by them and the Heilig-Meyers Common Stock owned by them after the Merger, until the earlier of termination of the Merger Agreement prior to the effective date of the Merger or 30 days after the date on which Heilig-Meyers publishes information as to the financial results covering at least 30 days of post-Merger combined operations reflecting combined sales and net income. Except for the Merger Agreement, the Voting Agreement, and the Letter Agreement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Heilig-Meyers and any other person with respect to any securities of Rhodes or, to the best of Heilig-Meyers' knowledge, between any of the individual executive officers and directors listed in Item 2 herein. Item 7. Material to be Filed as Exhibits. Exhibit 1 - The Agreement and Plan of Merger dated September 17, 1996 by and among Rhodes, Inc., a Georgia corporation, Heilig- Meyers Company, a Virginia corporation, and HM Merger Subsidiary, Inc., a Georgia corporation and a wholly owned subsidiary of Heilig-Meyers, filed as Exhibit 2 to Heilig- Meyers' Form 8-K filed September 25, 1996 (the "Form 8-K"), is incorporated herein by reference. Exhibit 2 - The Voting Agreement dated as of September 17, 1996, by and among Heilig-Meyers Company, a Virginia corporation, WPS Investors, L.P., a Georgia limited partnership, and Green Capital Investors, L.P., a Georgia limited partnership, filed as Exhibit 99.2 to the Form 8-K, is incorporated herein by reference. Exhibit 3 - Letter Agreement dated as of September 17, 1996 between Heilig-Meyers Company and HTG Corp. Profit Sharing Plan. Exhibit 4 - Agreement between Irwin L. Lowenstein and Heilig-Meyers Company dated as of September 17, 1996. Exhibit 5 - Agreement between Joel H. Dugan and Heilig-Meyers Company dated as of September 17, 1996. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 27, 1996 HEILIG-MEYERS COMPANY By: /s/ Joseph R. Jenkins Joseph R. Jenkins Executive Vice President and Chief Financial Officer INDEX TO EXHIBITS Exhibit 3 - Letter Agreement dated as of September 17, 1996 between Heilig-Meyers Company and HTG Corp. Profit Sharing Plan. Exhibit 4 - Agreement between Irwin L. Lowenstein and Heilig-Meyers Company dated as of September 17, 1996. Exhibit 5 - Agreement between Joel H. Dugan and Heilig-Meyers Company dated as of September 17, 1996. EX-3 2 EXHIBIT 3 Exhibit 3 September 17, 1996 HTG Corp. Profit Sharing Plan 1420 Atlanta Financial Center 3343 Peachtree Road, N.E. Suite 1420 Atlanta, Georgia 30326 Ladies and Gentlemen: The undersigned hereby purchases from you 25 shares (the "Shares") of the common stock, no par value, of Rhodes, Inc., a Georgia corporation, for the sum of $237.50. You hereby represent to the undersigned that you are the owner of the Shares free and clear of all liens and encumbrances and that you have the authority to sell the Shares to the undersigned. You agree to cause certificates for the Shares to be delivered to the undersigned as promptly as practical. Please indicate your agreement and acknowledgment of the foregoing by executing and returning a copy of this letter. Sincerely, HEILIG-MEYERS COMPANY By: /s/Roy B. Goodman --------------------------------- Name: Roy Goodman Title: Sr. Vice President-Finance Accepted and Agreed: HTG CORP. PROFIT SHARING PLAN By: /s/ Holcombe T. Green Jr. - ------------------------------ Name: _____________________ Title: ____________________ EX-4 3 EXHIBIT 4 Exhibit 4 AGREEMENT OF CERTAIN OFFICERS THIS AGREEMENT (the "Agreement") is made as of the 17th day of September, 1996, by and between the undersigned, Irwin L. Lowenstein, an individual residing in Atlanta, Georgia, Heilig-Meyers Company, a Virginia corporation ("Heilig-Meyers") and Rhodes, Inc., a Georgia corporation ("Rhodes"). Rhodes, Heilig-Meyers and HM Merger Subsidiary, Inc., a Georgia corporation ("Merger Sub") have entered into an Agreement and Plan of Merger, dated as of September 17, 1996 (the "Merger Agreement"). The Merger Agreement provides for the merger of Merger Sub with and into Rhodes (the "Merger") and the conversion of each of the issued and outstanding shares of the common stock of Rhodes ("Rhodes Common Stock") into the right to receive shares of the common stock of Heilig-Meyers ("Heilig-Meyers Common Stock"), all as described in the Merger Agreement. The transactions contemplated by the Merger Agreement are subject to the affirmative vote of the shareholders of Rhodes and certain other conditions. The undersigned is an officer or an affiliate (as defined in Rule 144 under the Securities Act of 1933) of Rhodes, is the owner of shares of Rhodes Common Stock, or has rights by option, warrant or otherwise to acquire shares of Rhodes Common Stock (all of which shares, together with (i) any shares of Rhodes Common Stock acquired by the undersigned subsequent to the date hereof and (ii) all shares of Heilig-Meyers Common Stock beneficially owned by the undersigned from and after the effective date of the Merger, are hereinafter referred to collectively as the "Shares"). The undersigned, at the specific request of Heilig-Meyers and Rhodes, and in order to induce Heilig-Meyers and Rhodes to enter into and perform the Merger Agreement, is entering into this Agreement with Heilig-Meyers and Rhodes to set forth certain terms and conditions governing the actions to be taken by the undersigned with respect to the Shares prior to consummation of the Merger and for a period thereafter. NOW, THEREFORE, in consideration of the transactions contemplated by the Merger Agreement and the mutual promises and covenants contained herein, the parties agree as follows: 1. Without the prior written consent of Heilig-Meyers, the undersigned shall not transfer, sell, assign or convey, or offer or agree to transfer, sell, assign or convey, any of the Shares during the term of this Agreement. Without limiting the generality of the foregoing, the undersigned shall not grant to any party any option or right to purchase the Shares or any interest therein. 1 2. The undersigned acknowledges and agrees that neither Heilig-Meyers nor Rhodes could be made whole by monetary damages in the event of any default by the undersigned of the terms and conditions set forth in this Agreement. It is accordingly agreed and understood that Heilig-Meyers and Rhodes, in addition to any other remedy which either may have at law or in equity, shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and specifically to enforce the terms and provisions hereof in any action instituted in any court of the United States or in any state having appropriate jurisdiction. 3. The undersigned understands that the transfer agents of Heilig-Meyers and Rhodes shall be given notice that the Shares are subject to the terms of this Agreement and such Shares shall not be transferred except in accordance with the terms of this Agreement. 4. The covenants and obligations set forth in paragraphs 1 through 3 of this Agreement shall expire and be of no further force or effect on the earlier of (i) the expiration or termination of the Merger Agreement, prior to the Effective Time (as defined in the Merger Agreement), or (ii) thirty (30) days after the date on which Heilig-Meyers publishes information as to the financial results covering at least thirty (30) days of post- Merger combined operations reflecting combined sales and net income. 2 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the undersigned parties as of the day and year first above written. /s/ Irwin L Lowenstein ---------------------------------- Name: Irwin L. Lowenstein HEILIG-MEYERS COMPANY By: /s/ Troy A Peery Jr ---------------------------------- Name: Troy A. Peery, Jr. Title: President & Chief Operating Officer RHODES, INC. By: /s/ JH Dugan Name: J. H. Dugan Title: Sr. Vice President 3 EX-5 4 EXHIBIT 5 Exhibit 5 AGREEMENT OF CERTAIN OFFICERS THIS AGREEMENT (the "Agreement") is made as of the 17th day of September, 1996, by and between the undersigned, Joel H. Dugan, an individual residing in Atlanta, Georgia, Heilig-Meyers Company, a Virginia corporation ("Heilig-Meyers") and Rhodes, Inc., a Georgia corporation ("Rhodes"). Rhodes, Heilig-Meyers and HM Merger Subsidiary, Inc., a Georgia corporation ("Merger Sub") have entered into an Agreement and Plan of Merger, dated as of September 17, 1996 (the "Merger Agreement"). The Merger Agreement provides for the merger of Merger Sub with and into Rhodes (the "Merger") and the conversion of each of the issued and outstanding shares of the common stock of Rhodes ("Rhodes Common Stock") into the right to receive shares of the common stock of Heilig-Meyers ("Heilig-Meyers Common Stock"), all as described in the Merger Agreement. The transactions contemplated by the Merger Agreement are subject to the affirmative vote of the shareholders of Rhodes and certain other conditions. The undersigned is an officer or an affiliate (as defined in Rule 144 under the Securities Act of 1933) of Rhodes, is the owner of shares of Rhodes Common Stock, or has rights by option, warrant or otherwise to acquire shares of Rhodes Common Stock (all of which shares, together with (i) any shares of Rhodes Common Stock acquired by the undersigned subsequent to the date hereof and (ii) all shares of Heilig-Meyers Common Stock beneficially owned by the undersigned from and after the effective date of the Merger, are hereinafter referred to collectively as the "Shares"). The undersigned, at the specific request of Heilig-Meyers and Rhodes, and in order to induce Heilig-Meyers and Rhodes to enter into and perform the Merger Agreement, is entering into this Agreement with Heilig-Meyers and Rhodes to set forth certain terms and conditions governing the actions to be taken by the undersigned with respect to the Shares prior to consummation of the Merger and for a period thereafter. NOW, THEREFORE, in consideration of the transactions contemplated by the Merger Agreement and the mutual promises and covenants contained herein, the parties agree as follows: 1. Without the prior written consent of Heilig-Meyers, the undersigned shall not transfer, sell, assign or convey, or offer or agree to transfer, sell, assign or convey, any of the Shares during the term of this Agreement. Without limiting the generality of the foregoing, the undersigned shall not grant to any party any option or right to purchase the Shares or any interest therein. 1 2. The undersigned acknowledges and agrees that neither Heilig-Meyers nor Rhodes could be made whole by monetary damages in the event of any default by the undersigned of the terms and conditions set forth in this Agreement. It is accordingly agreed and understood that Heilig-Meyers and Rhodes, in addition to any other remedy which either may have at law or in equity, shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and specifically to enforce the terms and provisions hereof in any action instituted in any court of the United States or in any state having appropriate jurisdiction. 3. The undersigned understands that the transfer agents of Heilig-Meyers and Rhodes shall be given notice that the Shares are subject to the terms of this Agreement and such Shares shall not be transferred except in accordance with the terms of this Agreement. 4. The covenants and obligations set forth in paragraphs 1 through 3 of this Agreement shall expire and be of no further force or effect on the earlier of (i) the expiration or termination of the Merger Agreement, prior to the Effective Time (as defined in the Merger Agreement), or (ii) thirty (30) days after the date on which Heilig-Meyers publishes information as to the financial results covering at least thirty (30) days of post-Merger combined operations reflecting combined sales and net income. 2 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the undersigned parties as of the day and year first above written. /s/ JH Dugan ---------------------------------- Name: Joel H. Dugan HEILIG-MEYERS COMPANY By: /s/ Troy A Peery Jr ---------------------------------- Name: Troy A. Peery, Jr. Title: President & Chief Operating Officer RHODES, INC. By: /s/ JH Dugan ---------------------------------- Name: J. H. Dugan Title: Sr. Vice President 3 -----END PRIVACY-ENHANCED MESSAGE-----