-----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, MQSNxTQjwUyF3EQqpc9JekdT9DrPSY/O1+eZQ87NJYj+DdWv+9NmPL+HJavFd5J8 kuZowdVt9sLfAydUl2kJ7A== 0000916641-99-000568.txt : 19990702 0000916641-99-000568.hdr.sgml : 19990702 ACCESSION NUMBER: 0000916641-99-000568 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990701 EFFECTIVENESS DATE: 19990701 FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-82101 FILM NUMBER: 99658145 BUSINESS ADDRESS: STREET 1: 12560 W CREEK PKWY CITY: RICHMOND STATE: VA ZIP: 23238 BUSINESS PHONE: 8047847300 MAIL ADDRESS: STREET 1: 2235 STAPLES MILL RD CITY: RICHMOND STATE: VA ZIP: 23230 S-8 1 HEILIG-MEYERS COMPANY S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1999 REGISTRATION NO. 33-___________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- HEILIG-MEYERS COMPANY (Exact name of registrant as specified in its charter) Virginia 54-0558861 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 12560 West Creek Parkway, Richmond, Virginia 23238 (Address of principal executive offices) (Zip Code) HEILIG-MEYERS COMPANY EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) Paige H. Wilson Senior Vice President, Treasurer and Secretary Heilig-Meyers Company 12560 West Creek Parkway Richmond, Virginia 23238 Telephone: (804) 784-7554 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------ Title of Proposed Maximum Proposed Maximum Securities to Amount to be Offering Aggregate Amount of be Registered Registered Price Per Share (1) Offering Price(1) Registration Fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock, $ 2.00 par value 960,000 $7.0625 $6,780,000 $1884.84 shares Rights to Purchase Preferred Stock, 960,000 (2) (2) (2) Series A, par value $10.00 - ------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee and based, pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, on the average of the high and low per share sales price of the registrant's Common Stock as reported on the New York Stock Exchange on June 25, 1999. (2) The Rights to Purchase Preferred Stock will be attached to and trade with shares of the Common Stock of the Company. Value attributable to such rights, if any, will be reflected in the market price of the shares of Common Stock. No fee is required pursuant to Section 6(b) of the Securities Act of 1933 and 17 C.F.R. ss.230.236. 1 PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The purpose of this Registration Statement is to register 960,000 additional shares of Common Stock, $2.00 par value, ("Common Stock"), of Heilig-Meyers Company (the "Company") upon the exercise of stock options granted or to be granted pursuant to the Heilig-Meyers Company Employee Stock Purchase Plan. The Registrant hereby incorporates by reference all information included in its Form S-8 Registration Statement No. 33-43791 filed with the Commission on November 5, 1991 which should be read in conjunction with the information contained herein. The Company hereby incorporates by reference into this Registration Statement the following documents which have been filed with the Securities and Exchange Commission (the "Commission"): (a) The Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1999. (b) The Company's Form 8-K filed June 17, 1999. (c) The description of the Common Stock contained in the Registration Statement on Form 8-A filed with the Commission on April 26, 1983 (File No. 1-8484), as amended by amendments on Form 8, filed with the Commission on April 9, 1985, February 23, 1988, September 20, 1989, July 31, 1990, August 6, 1992, July 28, 1994 and the amendment on Form 8-A/A dated February 19, 1998, respectively (File No. 1-8484); and (d) The description of the Rights to Purchase Preferred Stock, Series A contained in the Registration Statement on Form 8-A filed with the Commission on February 19, 1998 (File No. 1-8484). All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the respective dates of filing of such documents. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The laws of the Commonwealth of Virginia pursuant to which the Company is incorporated permit it to indemnify its officers and directors against certain liabilities arising by reason of the fact that the person is or was a director, officer, employee or agent of the Company. The Articles of Incorporation of the Company provide for the indemnification of each director and officer (including former directors and officers and each person who may have served at the request of the Comany as a director or officer of any other legal entity and, in all cases, his heirs, executors and administrators) against liabilities (including expenses) reasonably incurred by him in connection with any actual or threatened action suit or proceeding to which he may be made a party by reason of his being or having been a director or officer of the Company, except in relation to any action, suit or proceeding in which he has been adjudged liable because of willful misconduct or a knowing violation of criminal law. The Company has purchased directors' and officers' liability insurance, and company reimbursement insurance which covers all directors and officers of the Company and its subsidiaries. ITEM 8. EXHIBITS Exhibit Number Description 4.1 Registrant's Restated Articles of Incorporation, as amended, filed as Exhibit 3(a) to Registrant's Annual Report on Form 10-K for the fiscal year ended February 28, 1998 are incorporated herein by this reference. 4.2 Registrant's Amended and Restated Bylaws, as amended, filed as Exhibit 4.2 to Registrant's Registration Statement on Form S-8 (No: 333-81743). 2 5.1 Opinion of McGuire, Woods, Battle & Boothe LLP. 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of McGuire, Woods, Battle & Boothe LLP (included as part of Exhibit 5.1). 24.1 Power of Attorney (see signature page). 99.1 Heilig-Meyers Employee Stock Purchase Plan Amendment and Restatement effective as of January 1, 1993. 99.2 First Amendment to the Heilig-Meyers Company Employee Stock Purchase Plan effective as of June 16, 1999. ITEM 9. UNDERTAKINGS The undersigned registrant hereby undertakes: (a) (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; (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 such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act 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. (b) 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 Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (d) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or 3 given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. 4 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on June 30, 1999. HEILIG-MEYERS COMPANY By: /s/ William C. DeRusha June 30, 1999 --------------------------------- William C. DeRusha Chairman of the Board, Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby appoints William C. DeRusha and Roy B. Goodman, or any of them, his true and lawful attorney-in-fact to sign on his behalf, as an individual and in the capacity stated below, any amendment or post- effective amendment to this registration statement which said attorney-in-fact may deem appropriate or necessary. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. /s/ Roy B. Goodman June 30, 1999 - --------------------------------------- Roy B. Goodman Senior Vice President and Chief Financial Officer (Principal Financial Officer) /s/ William J. Dieter June 30, 1999 - --------------------------------------- William J. Dieter Senior Vice President, Accounting and Chief Accounting Officer (Principal Accounting Officer) /s/ Alexander Alexander June 30, 1999 - --------------------------------------- Alexander Alexander Director /s/ Robert L. Burrus, Jr. June 30, 1999 - --------------------------------------- Robert L. Burrus, Jr. Director /s/ Beverly E. Dalton June 30, 1999 - --------------------------------------- Beverly E. Dalton Director /s/ Charles A. Davis June 30, 1999 - --------------------------------------- Charles A. Davis Director /s/ Benjamin F. Edwards III June 30, 1999 - --------------------------------------- Benjamin F. Edwards III Director
5 /s/ Lawrence N. Smith June 30, 1999 - --------------------------------------- Lawrence N. Smith Director /s/ Eugene P. Trani June 30, 1999 - --------------------------------------- Eugene P. Trani Director /s/ L. Douglas Wilder June 30, 1999 - --------------------------------------- L. Douglas Wilder Director
6 EX-5 2 EXHIBIT 5.1 EXHIBIT 5.1 July 1, 1999 Heilig-Meyers Company 12560 West Creek Parkway Richmond, Virginia 23230 Ladies and Gentlemen: You propose to file as soon as possible with the Securities and Exchange Commission a registration statement on Form S-8 (the "Registration Statement") relating to the Heilig-Meyers Company Employee Stock Purchase Plan (the "Plan"). The Registration Statement covers 960,000 shares of Common Stock of Heilig-Meyers Company, a Virginia Corporation (the "Company") which have been reserved for issuance under the Plan. The Registration Statement also covers 960,000 Rights to Purchase Preferred Stock, Series A, $10.00 par value, of the Company (the "Rights"), attached in equal number to the shares of Common Stock which may be issued under the Plan. In connection with this opinion, we have relied, among other things, upon our examination of such records of the Company and certificates of officers of the Company and of public officials as we have deemed appropriate. Based on the foregoing, we are of the opinion that the 960,000 shares of Common Stock which are authorized for issuance under the Plan, when issued in accordance with the terms and provisions of the Plan, will be duly authorized, legally issued, fully paid and nonassessable. We also reaffirm our opinion regarding the Rights given to the Company's Board of Directors as confirmed in our letter of February 10, 1998, a copy of which is attached hereto. We consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ McGuire, Woods, Battle & Boothe LLP 7 EX-23 3 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS CONSENT We consent to the incorporation by reference in this Registration Statement of Heilig-Meyers Company on Form S-8 of our report dated March 24, 1999, except for Note 17 as to which the date is June 1, 1999, appearing in the Annual Report on Form 10-K of Heilig-Meyers Company and subsidiaries for the year ended February 28, 1999. /s/ DELOITTE & TOUCHE LLP Richmond, Virginia June 30, 1999 8 EX-99 4 EXHIBIT 99.1 HEILIG-MEYERS COMPANY EMPLOYEE STOCK PURCHASE PLAN AMENDMENT AND RESTATEMENT The Heilig-Meyers Company Employee Stock Purchase Plan (the "Plan") provides eligible employees of Heilig-Meyers Company, a Virginia corporation (the "Company"), an opportunity to purchase common stock of the Company ("Common Stock") with payroll deductions and Company matching contributions. 1. Amount of Stock Subject to the Plan. The total number of shares of Common Stock that may be purchased under the Plan shall be 540,000, as adjusted to reflect certain stock dividends, and subject to further adjustment as provided in Section 12. Such shares may be newly issued shares from the Company's authorized but unissued Common Stock or may be shares purchased for the Plan on the open market. 2. Eligible Employees. All present and future regular employees of the Company and its parent and subsidiary corporations (whether now existing or hereafter created or acquired) who are employed below the level of Division Supervisor or Vice President are eligible to participate in the Plan except, as of any Enrollment Date (as defined in Section 4), (i) employees who have completed less than one year of Eligibility Service (defined below), or (ii) employees who are subject to Section 16 of the Securities Exchange Act of 1934. For purposes of the Plan, "Eligibility Service" means continuous employment with the Company as a regular employee. "Regular employee" means a full-time employee who works 30 or more hours a week. Determinations whether an employee is a regular employee and whether an employee has completed one year of Eligibility Service shall be uniform in nature and applicable to all persons similarly situated. 3. Administration of the Plan. The Plan shall be administered by the Compensation Committee of the Board of Directors (the "Committee"). The Committee shall have all powers necessary to administer the Plan, including the power to construe and interpret the Plan's documents; to decide all questions relating to an employee's employment status and eligibility to participate in the Plan; to make adjustments to the limitations on payroll deductions set forth in Section 5; to employ such other persons as are necessary for the proper administration of the Plan; and to make all other determinations necessary or advisable in administering the Plan. Any construction, interpretation, or application of the Plan by the Committee shall be final, conclusive and binding. The Committee shall appoint an officer or other employee of the Company to serve as Plan Administrator. The Plan Administrator shall be responsible for the general administration of the Plan and such other matters as the Committee deems necessary for the efficient and proper administration of the Plan. 4. Participation in Plan. An eligible employee may commence or recommence (subject to limitations set forth below), participation in the Plan effective on any March 1 or September 1 ("Enrollment Dates") by completing and delivering to the designated individuals in the Benefits Section of the Company's Human Resources Department (the "Benefits Section") a form prescribed by the Committee (the "Authorization Form"). The employee must deliver the Authorization Form to the designated individuals in the Benefits Section at least 15 days before the desired Enrollment Date. The Authorization Form shall authorize payroll deductions from the employee's Compensation. For purposes of the Plan, "Compensation" means all compensation and commissions (estimated as deemed necessary by the Committee) before any deductions or withholding and including overtime and bonuses, but exclusive of all amounts paid as reimbursements of expenses including those paid as part of commissions. Eligible employees who participate in the Plan are referred to herein as Participating Employees. Notwithstanding the foregoing paragraph, employees may commence participation in the Plan during the year in which the Plan first becomes effective by completing and delivering to the designated individuals in the Benefits Section an Authorization Form by December 16, 1991. 5. Payroll Deductions, Limitations, and Employee Accounts. A payroll deduction shall be made as a percentage of Compensation payable to each Participating Employee for each payroll period as specified in the Employee's Authorization Form. Payroll deductions for each payroll period shall not be less than 2% nor more than 10% of Compensation for such payroll period. Payroll deduction specifications must be made in 1% increments. All payroll deductions shall be credited to an account that a custodian appointed by the Committee (the "Custodian") shall establish in the name of each Participating Employee (the "Payroll Deduction Account"). The maximum amount that may be deducted for each Participating Employee in any one calendar year is $2,975.00. When a Participating Employee's aggregate payroll deductions for the calendar year total $2,975.00, the Participating Employee's purchase of Common Stock and payroll deductions shall be suspended for the remainder of the calendar year. However, the Participating Employee shall continue to be a participant under the Plan unless he terminates his participation, and his purchase of Common Stock and payroll deductions will be resumed for the first payroll period of the next calendar year. 6. Changes in Payroll Deductions. A Participating Employee may change the percentage of his payroll deductions, subject to the minimums and maximums set forth above, effective on any March 1 or September 1, by delivering to the Benefits Section a new Authorization Form at least 15 days before the effective date of change. 7. Company Matching Contribution. The Company shall contribute an amount equal to 17.65% of each Participating Employee's payroll deductions for each payroll period (the "Company Contribution"). The Company Contribution shall be delivered to the Custodian in cash and shall be credited to the Participating Employee's Payroll Deduction Account. The Company Contribution shall be made on or before each Purchase Date (as defined in Section 9) with respect to payroll deductions made since the last Purchase Date. 8. Purchase Price. The purchase price ("Purchase Price") for each share of Common Stock, including shares purchased by dividend reinvestment, shall be 100% of the fair market value of such shares on the Purchase Date (as defined in Section 9). For shares issued by the Company, the fair market value of the Common Stock shall be the average of the highest and lowest registered sales prices of the Common Stock on the New York Stock Exchange (or the primary exchange on which the Common Stock is then traded) on each Purchase Date. With respect to shares purchased on the open market, the fair market value of the Common Stock shall be the price paid for such shares. 9. Method of Purchase and Purchase Accounts. The last business day of each month shall be a Purchase Date. On each Purchase Date, the funds in the Payroll Deduction Accounts shall be applied to the purchase from the Company of the number of whole shares and fractional interests in shares of Common Stock as such funds can purchase at the Purchase Price on that Purchase Date, unless the Company notifies the Custodian at least 10 days before the Purchase Date that all of the shares required shall be obtained on the open market. In the latter event, the Custodian shall apply the funds in the Payroll Deduction Accounts to the purchase of whole shares of Common Stock on the open market. The Company shall reimburse the Custodian for any expenses incurred by it in effecting any open market purchases. The shares and fractional interests in shares of Common Stock acquired under the Plan (rounded to the nearest ten thousandth) shall be credited to a Purchase Account maintained by the Custodian for each Participating Employee. Dividends paid with respect to the Common Stock held in the Purchase Accounts shall be automatically reinvested in Common Stock under the Plan. The reinvestment shall be effected through the crediting of such dividends to the Participating Employees' Payroll Deduction Accounts on the date such dividends are received by the Custodian or as soon thereafter as administratively feasible. All funds in the Payroll Deduction Account (from payroll deductions, Company Contributions and dividends) shall be applied to the purchase of shares of Common Stock on the next Purchase Date. 10. Rights as a Shareholder. Participating Employees shall have all the rights of shareholders with respect to shares of Common Stock acquired under the Plan, including the right to vote such shares and receive annual reports, proxy statements and other documents generally sent to shareholders. By written notification delivered to the Custodian, a Participating Employee shall have the right: (a) to obtain a certificate for the whole shares of Common Stock credited to his Purchase Account; or (b) to direct that any whole shares in his Purchase Account be sold as soon as administratively feasible, and that the proceeds, less selling expenses, be remitted to him. 11. Rights Not Transferable. Rights under the Plan are not transferable by a Participating Employee. 12. Certain Adjustments in the Case of Stock Dividends or Splits. The Committee shall make appropriate adjustments in the number of shares of Common Stock which may be purchased under the Plan if there are changes in the Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalization, merger or consolidation. 13. Termination of Participation in Plan. A Participating Employee may at any time and for any reason terminate his participation in the Plan by written notification of his withdrawal delivered to the designated individuals in the Benefits Section. An employee's participation in the Plan shall also terminate upon his ceasing to be employed by the Company, whether by reason of death or otherwise, or upon ceasing to be a regular employee, or upon his being promoted to a position at or above the level of Division Supervisor or Vice President, or upon his becoming subject to Section 16 of the Securities Exchange Act of 1934. With respect to each terminated participant, (i) payroll deductions shall cease as of the first day of the next payroll period, or as soon as administratively feasible, after delivery of notification of withdrawal, termination of employment, ceasing to be a regular employee, being promoted to a position at or above the Division Supervisor or Vice President level, or becoming subject to Section 16 of the Securities Exchange Act of 1934, whichever is applicable, and (ii) no purchases shall be made after the Purchase Date for the calendar month in which the last payroll deduction is made. A terminated participant shall elect: (a) to obtain a certificate for the whole shares of Common Stock credited to his Purchase Account; or (b) to direct that the Custodian sell the whole shares of Common Stock credited to his Purchase Account as soon as administratively feasible, and that the proceeds, less selling expenses, be remitted to him. In either event, the terminated participant shall receive a cash payment for any fractional interest in a share of Common Stock credited to his Purchase Account. Such cash payment shall be based on the market value of the Common Stock on the next date whole shares are sold for Plan participants after the terminated participant elects whether to obtain a certificate for or to direct the sale of his whole shares. If the terminated participant fails to make an election within 60 days following termination or otherwise becoming ineligible, he shall be deemed to have elected to obtain certificates for his whole shares. In the event a Participating Employee's participation is terminated by death, delivery of any certificate and monies under this paragraph shall be made to the employee's beneficiary as designated on a form prescribed by the Committee. Any beneficiary so designated is bound by the terms of the Plan. If no beneficiary has been designated, such delivery shall be made to the legal representative of the deceased employee's estate. An employee who has withdrawn from the Plan or whose participation in the Plan has terminated may not recommence participation in the Plan during the 6-month period next following the effective date of such withdrawal or termination. 14. Amendment of the Plan. The Board of Directors may, at any time, or from time to time, amend the Plan in any respect. 15. Termination of the Plan. The Plan and all rights of employees hereunder shall terminate: (a) on the Purchase Date that Participating Employees become entitled to purchase a number of shares of Common Stock greater than the number of shares remaining unpurchased out of the total number of shares which may be purchased under the Plan; or (b)at any earlier date at the discretion of the Board of Directors. In the event that the Plan terminates under circumstances described in (a) above, the Common Stock remaining unpurchased as of the termination date shall be allocated to Participating Employees for purchase on a pro rata basis. 16. Effective Date of Plan. The Plan shall become effective on October 9, 1991 or as soon thereafter as a Registration Statement under the Securities Act of 1933, as amended, covering the shares to be issued under the Plan has become effective. The effective date of this amendment and restatement is January 1, 1993. 17. Government and Other Regulations. The Plan, and the rights to purchase Common Stock hereunder, and the Company's obligation to sell and deliver Common Stock upon the exercise of rights to purchase Common Stock, shall be subject to all applicable federal, state and foreign laws, rules and regulations, and to such approvals by any regulatory or government agency as may, in the opinion of counsel for the Company, be required. 18. Indemnification of Committee. Service on the Committee shall constitute service as a director of the Company so that members of the Committee shall be entitled to indemnification and reimbursement as directors of the Company pursuant to its Articles of Incorporation and By-Laws. EX-99 5 EXHIBIT 99.2 EXHIBIT 99.2 FIRST AMENDMENT TO THE HEILIG-MEYERS COMPANY EMPLOYEE STOCK PURCHASE PLAN FIRST AMENDMENT, dated as of June 16, 1999, to the Heilig-Meyers Company Employee Stock Purchase Plan, by Heilig-Meyers Company (the "Company"). The Company maintains the Heilig-Meyers Company Employee Stock Purchase Plan, amended and restated effective as of January 1, 1993 (the "Plan"), and now wishes to amend the Plan. NOW, THEREFORE, the Plan is amended as follows: I. The first sentence of Section 1 is amended by substituting "1,500,000" for "540,000". II. This Amendment shall be effective June 16, 1999. III. In all respects not amended, the Plan is hereby ratified and confirmed. -----END PRIVACY-ENHANCED MESSAGE-----