8-K 1 sbb9.txt HEILIG-MEYERS COMPANY 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 31, 2005 ---------------------- Heilig-Meyers Company ---------------------------------------------------- (Exact name of registrant as specified in its charter) Virginia 1-8484 54-0558861 --------------------------- ------------ ------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) file number) Identification No.) 12501 Patterson Avenue, Richmond, Virginia 23238 -------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (804) 784-7500 ------------------------ ------------------------------------------------------------ (Former name or former address, if changed since last report Item 8.01. OTHER EVENTS On August 16, 2000, Heilig-Meyers Company and certain of its subsidiaries (collectively, "the Debtors") filed voluntary petitions for relief under Chapter 11, Title 11 of the United States Bankruptcy Code with the United States Bankruptcy Court ("Bankruptcy Court") for the Eastern District of Virginia, jointly administered under case number 00-34533. On May 31, 2005 the Debtors submitted to the Bankruptcy Court their summary financial information for the month and fiscal year-to-date ended April 30, 2005, a copy of which is attached hereto as Exhibit 99.1. ITEM 7. EXHIBITS (c) Exhibits 99.1 Summary financial information for the month and fiscal year-to-date ended April 30, 2005 as filed with the United States Bankruptcy Court for the Eastern District of Virginia. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HEILIG-MEYERS COMPANY Date: June 15, 2005 By: /s/Ronald L. Barden ---------------------------- Ronald L. Barden Managing Director of Reorganization EXHIBIT 99.1 HEILIG-MEYERS COMPANY CONSOLIDATED BALANCE SHEET (Amounts in thousands) (Unaudited) April 30, February 28, 2005 2005 ASSETS ------------ ----------- Current Assets: Cash $ 15,547 $ 14,651 Accounts Receivable, Net -- -- Inventories 47,047 51,369 Other Receivables 6,781 6,661 Prepaid Expenses 3,120 3,155 --------- --------- Total Current Assets 72,495 75,836 --------- --------- Land and Buildings 11,330 11,319 Fixtures, Furniture and Vehicles 10,133 10,078 Leasehold Improvements 28,135 28,072 Construction in Progress 3 20 --------- --------- Total Property and Equipment 49,601 49,489 Accumulated Depreciation and Amortization 25,765 25,118 --------- --------- Property and Equipment, Net 23,836 24,371 --------- --------- Other Assets 58,217 59,705 --------- --------- TOTAL ASSETS $ 154,548 $ 159,912 ========= ========= LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: DIP Facilities - Revolving Facility $ -- $ -- Accounts Payable 4,992 5,975 Accrued Expenses 18,476 19,683 Income Tax Currently Payable -- -- Deferred Revenue 5,965 8,561 --------- --------- Total Current Liabilities 29,433 34,219 --------- --------- DIP Facilities - Term Facility -- -- Deferred Income Taxes -- -- Liabilities Subject to Compromise 689,101 689,101 Commitments and Contingencies Stockholders' Deficit: Common Stock 121,526 121,526 Capital in Excess of Par Value 240,871 240,871 Retained Deficit (926,383) (925,805) --------- --------- Total Stockholders' Deficit (563,986) (563,408) --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 154,548 $ 159,912 ========= ========= HEILIG-MEYERS COMPANY CONSOLIDATED INTERNAL OPERATING STATEMENT (Amounts in thousands, except earnings per share) (Unaudited) One Month Ended Two Months Ended April 30, 2005 April 30, 2005 ------------------ ------------------ Sales $ 26,767 $ 53,783 Costs of Sales 14,638 29,524 ------- -------- Maintained Margin 12,129 24,259 Other Income 2,103 4,554 ------- -------- Total Income 14,232 28,813 Selling, General & Administrative Expense 14,303 28,762 Interest Expense 39 96 ------- -------- Total Operating Expense 14,342 28,857 Operating Income Before Reorganization Items, Delivered Sales Adjustment and Income Taxes (110) (44) Reorganization Items: Store and Distribution Center Exit Costs -- -- Credit Operations Exit Costs -- -- Asset Impairment -- -- Interest Income -- -- Trustee Fees (11) (11) Professional Fees (655) (1,293) ------- -------- Total Reorganization Items (666) (1.304) Delivered Sales Adjustment (8) 746 ------- -------- Income (Loss) Before Income Taxes (784) (602) Income Taxes -- (24) ------- -------- Net Income (Loss) $ (784) $ (578) ======= ======== Income (Loss) per Share $ (0.01) $ (0.01) Diluted Shares 60,771 60,771 HEILIG-MEYERS COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS (Amounts in thousands) (Unaudited) One Month Ended Two Months Ended April 30, 2005 April 30, 2005 ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ (784) $ (578) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 323 647 Reorganization items 666 1,304 Sold not delivered adjustment 8 (746) Change in operating assets and liabilities: Accounts receivable -- -- Other receivables (926) (50) Inventories 616 3,246 Prepaid expenses 69 35 Deferred taxes -- -- Deferred revenue -- (718) Accounts payable 1,877 (983) Accrued expenses (1,205) (2,648) --------- --------- Net cash provided by (used in) operating activities 644 (490) --------- --------- CASH FLOWS RELATED TO INVESTING ACTIVITIES: Additions to property and equipment (52) (114) Disposals of property and equipment 2 2 Proceeds from dispositions of fixed assets - reorganization -- -- Miscellaneous investments 1,498 1,498 --------- --------- Net cash provided by investing activities 1,448 1,386 --------- --------- CASH FLOWS RELATED TO FINANCING ACTIVITIES: Decrease in notes payable, net -- -- Payments of long-term debt -- -- DIP proceeds (payments) - Revolving Facility -- -- DIP proceeds (payments) - Term Facility -- -- Restricted cash -- -- --------- --------- Net cash provided by (used in) financing activities -- -- --------- --------- Net increase (decrease) in cash 2,093 896 Cash at beginning of period 13,454 14,651 --------- --------- Cash at end of period $ 15,547 $ 15,547 ========= =========

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 12, 2005

Heilig-Meyers Company

(Exact Name of Registrant as Specified in its Charter)

Virginia		1-8484		54-0558861
(State or OtherJurisdiction ofIncorporation)		(Commission FileNumber)		(IRS EmployerIdentification No.)

12501 Patterson Avenue, Richmond, Virginia		23238
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(804) 784-7500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS

On April 12, 2005, the Bankruptcy Court held a hearing and approved the adequacy of the Amended Disclosure Statement related to the Amended and Restated Joint Liquidating Plan of Reorganization as such Disclosure Statement and Plan were modified at that hearing (as amended, the “Second Amended Plan” and the “Second Amended Disclosure Statement”) filed by Heilig-Meyers Company and certain of its wholly owned subsidiaries, Heilig-Meyers Furniture Company, Heilig-Meyers Furniture Company West, Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. (collectively the “Companies”) and the Official Committee of Unsecured Creditors (the “Committee”). Specifically, by order dated April 29, 2005, the Bankruptcy Court, among other things, (i) approved the Second Amended Disclosure Statement and (ii) scheduled a hearing on September 26, 2005, to consider confirmation of the Second Amended Plan (the “April 29 Order”). The Bankruptcy Court also entered orders on May 9 and May 12, 2005, which set August 5, 2005, as the last day for parties to file an objection to confirmation of the Second Amended Plan and also modified certain other deadlines established in the April 29 Order. The Companies and the Committee formally filed the Second Amended Plan and the Second Amended Disclosure Statement on May 5, 2005. Copies of the Second Amended Plan and Disclosure Statement are attached hereto as Exhibits 2.1 and 2.2, respectively.

On June 7, 2005, the Companies issued a press release announcing the filing of the Second Amended Plan and the bankruptcy court approval of the Second Amended Disclosure Statement. A copy of the press release is filed as Exhibit 99.2 to this Report on Form 8-K and is incorporated by reference herein.

The Companies will solicit acceptances of the Second Amended Plan in accordance with procedures approved by the Bankruptcy Court by order dated May 12, 2005 pursuant to which ballots will be due on August 5, 2005. Persons who are entitled to vote on the Second Amended Plan should read the Second Amended Disclosure Statement prior to voting to accept or reject the Second Amended Plan. Accordingly, this announcement is not intended to be, nor should it be construed as, a solicitation for a vote on the Second Amended Plan. The Second Amended Plan will become effective if and when it receives the requisite stakeholder approval and is confirmed by the Bankruptcy Court.

Also on June 7, 2005, RoomStore, Inc. (“RoomStore”), formerly HMY RoomStore, Inc. announced that it had emerged from Chapter 11 bankruptcy protection. Prior to its emergence, HMY RoomStore, Inc. was a wholly owned subsidiary of Heilig-Meyers Company. A copy of the press release is filed as Exhibit 99.3 to this Report on Form 8-K and is incorporated by reference herein.

Some of the statements made by the Companies and RoomStore, Inc. in this filing and the Exhibits are forward-looking in nature. These statements can be identified by the use of projected and forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. These statements reflect the Companies’ and RoomStore’s reasonable judgments with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those in the Exhibits. Such risks and uncertainties include, but are not limited to, the ability to complete successfully a financial restructuring on a consensual basis with some or all of the Companies’ and RoomStore’s relevant constituents or otherwise successfully reorganize, the customers’ willingness, need and financial ability to purchase home furnishings and related items, the ability to obtain sources of financing for RoomStore’s customers, the costs and effectiveness of promotional activities, the ability to obtain leases for new store and distribution center locations, the ability to obtain exit financing at market rates, the ability to lower overhead and infrastructure costs, and the ability to access sources of merchandise on commercially reasonable terms, including imported goods. Other factors such as changes in tax laws, consumer credit and bankruptcy trends, recessionary or expansive trends in the RoomStore’s markets, and inflation rates and regulations and laws, which affect the ability to do business in RoomStore’s markets, may also impact the outcome of future events. Statements in this filing and the exhibits should be evaluated in light of these important factors.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Exhibits.

EX-2.1		Heilig-Meyers Company et al. Second Amended and Restated Joint Liquidating Plan of Reorganization dated May 5, 2005
EX-2.2		Disclosure Statement for Heilig-Meyers Company et al. Second Amended and Restated Joint Liquidating Plan of Reorganization dated May 5, 2005
EX-99.2		Heilig-Meyers Company et al. Press Release dated June 7, 2005
EX-99.3		RoomStore, Inc. Press Release dated June 7, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HEILIG-MEYERS COMPANY
	(Registrant)
Date: June 10, 2005	By:	/s/ Ronald L. Barden
		Ronald L. Barden
		Managing Director of Reorganization

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