Heilig Meyers Co – ‘8-A12B’ on 2/19/98 – EX-6

As of:  Thursday, 2/19/98   ·   Accession #:  916641-98-145   ·   File #:  1-08484

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Heilig Meyers 8-A12B                                   8     28K 
 2: EX-1        Underwriting Agreement                               105    219K 
 3: EX-6        Opinion re: Discount on Capital Shares                 2      9K 

EX-6   —   Opinion re: Discount on Capital Shares

EX-6
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                                                                   EXHIBIT 6

 HEILIG-MEYERS COMPANY

 ARTICLES OF AMENDMENT

1. Name.  The name of the corporation is Heilig-Meyers        
Company.                                                                        
      2. The Amendment. The Amendment, a copy of which is attached hereto,
deletes Paragraph VI of Article VII of the Restated Articles of Incorporation   
and substitutes, in lieu thereof, a new paragraph and alters the liquidation    
value per share of Cumulative Participating Preferred Stock, Series A. The      
Amendment did not require shareholder approval.                                 
         3. Board Action.  The Board of Directors adopted the proposed Amendment
at its special meeting held on February 10, 1998.                               
         4. Certificate Required by Law. These Articles of Amendment contain all
of the information required by Section 13.1-710 of the Code of Virginia and this
paragraph constitutes the Certificate required by that Section.                 

Dated: February 19, 1998                               HEILIG-MEYERS COMPANY    

                                                    By: /s/ William C. DeRusha
                                                    William C. DeRusha
                                                    Chairman and Chief
                                                   Executive Officer

EX-6
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 Amendment

Paragraph VI of Article VII is deleted and the following inserted in lieu       
thereof:                                                                        

VI. Liquidation, Dissolution or Winding Up. Upon any liquidation,       
dissolution or winding up of the Corporation, no distribution shall be made (1) 
to the holders of shares of Common Stock or of stock ranking junior (either as  
to dividends or upon liquidation, dissolution or winding up) to the Series A    
Stock unless, prior thereto, the holders of shares of the Series A Stock shall  
have received an amount per share equal to the greater of (a) $11,000 or (b)    
subject to the provision for adjustment hereinafter set forth, 100 times the    
aggregate amount to be distributed per share to holders of Common Stock, plus in
each such case an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment, or (2) to the    
holders of stock ranking on a parity (either as to dividends or upon            
liquidation, dissolution or winding up) with the Series A Stock, except         
distributions made ratably on the Series A Stock and all other such parity stock
in proportion to the total amounts to which the holders of all such shares are  
entitled upon such liquidation, dissolution or winding up. In the event the     
Corporation shall at any time after the first issuance of any share or fraction 
of a share of the Series A Stock declare or pay any dividend on Common Stock    
payable in shares of Common Stock, or effect a subdivision or combination or    
consolidation of the outstanding shares of Common Stock (by reclassification or 
otherwise than by payment of a dividend in shares of Common Stock) into a       
greater or lesser number of shares of Common Stock, then in each such case the  
aggregate amount per share to which holders of shares of the Series A Stock     
shall be entitled under the provision of clause (1) of the preceding sentence   
shall be adjusted by multiplying the amount per share to which holders of shares
of the Series A Stock would have been entitled immediately prior to such event  
under the provision of clause (1) of the preceding sentence by a fraction the   
numerator of which is the number of shares of Common Stock outstanding          
immediately after such event and the denominator of which is the number of      
shares of Common Stock that were outstanding immediately prior to such event.   

-2- 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
Filed on:		2/19/98		1					8-A12B/A
		2/10/98		1					8-K,  SC 13G/A
									List all Filings