As filed
with the Securities and Exchange Commission on September 19, 2008
Registration No. 333-55252
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST
EFFECTIVE AMENDMENT NO. 2 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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| North Carolina
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56-0578072 |
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(I.R.S. Employer Identification No.) |
| incorporation or organization) |
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1000 Lowe’s Boulevard
Mooresville, North Carolina
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28117 |
| (Address of principal executive offices)
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(Zip Code) |
Gaither M. Keener, Jr. Esq.
Senior Vice President, General Counsel, Secretary
and Chief Compliance Officer
Lowe’s Companies, Inc.
1000 Lowe’s Boulevard
Mooresville, North Carolina 28117
(Name and address of agent for service)
(704) 758-2250
(Telephone number, including area code, of agent for service)
Copy to:
Dumont Clarke, IV
Moore & Van Allen PLLC
100 North Tryon Street, Suite 4700
Charlotte, North Carolina 28202-4003
(704) 331-1051
Approximate date of commencement of proposed sale to the public: Not Applicable
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box: o
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: o
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. o __________________
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. o __________________
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the
Exchange Act.
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| x Large accelerated filer
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o Accelerated filer
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o Non-accelerated filer
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o Smaller reporting company |
DEREGISTRATION OF SECURITIES
An aggregate amount of $1,500,000,000* of the Registrant’s securities and an indeterminate
amount of securities as might be issued in exchange for, or upon conversion or exercise thereof, as
the case may be, were registered under the Securities Act of 1933, as amended (the “Securities
Act”), by the filing of a Registration Statement on Form S-3 (File Nos. 333-55252) (the
“Registration Statement”) to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act. Pursuant to the Registration Statement, the Registrant issued in October 2001
$580,700,000 of Senior Convertible Notes due 2021 (the “Senior Notes”). The total number of shares
of the Registrant’s common stock issuable upon conversion of the Senior Notes was 19,990,017 (the
“Shares”). The number of Shares that remains unissued is 19,923,247.
Pursuant to the undertakings in Item 17 of the Registration Statement, the purpose of this
post-effective amendment is to deregister such 19,923,247 Shares that remained unissued as of June
30, 2008, the date on which the Registrant redeemed all of the remaining outstanding Senior Notes.
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On October 3, 2005, the Registration filed a registration statement (File No. 333-128779) to
register an additional $80,700, 000 of securities pursuant to Rule 462(b) under the Securities
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Part
II. Information Not Required in Prospectus
Item
16. Exhibit
The
following is a list of all exhibits filed as a part of this
post-effective amendment to registration statement on Form S-3.
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Description of Exhibits |
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24.1
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Powers of Attorney (included on
signature page hereto) |
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-3 and
has duly caused this post-effective amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Mooresville, State of North
Carolina, on September 19, 2008.
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LOWE’S COMPANIES, INC. |
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By:
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/s/ Gaither M. Keener, Jr. |
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Gaither M. Keener, Jr.
Senior Vice President,
General Counsel, Secretary
and Chief Compliance Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints each of Gaither M. Keener, Jr. and Matthew V. Hollifield severally, his true and
lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as any of them might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or
his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the date indicated.
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| Signature |
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Date |
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| /s/ Robert A. Niblock
Robert A. Niblock |
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Chairman of the Board
of Directors, Chief
Executive Officer and
Director (Principal
Executive Officer)
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September 19, 2008 |
| /s/ Robert F. Hull, Jr.
Robert F. Hull, Jr. |
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Executive Vice
President and Chief
Financial Officer
(Principal Financial
Officer)
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September 19, 2008 |
| /s/ Matthew V. Hollified
Matthew V. Hollifield |
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Senior Vice President
and Chief Accounting
Officer
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September 19, 2008 |
| /s/ Leonard L. Berry, Ph.D.
Leonard L. Berry, Ph.D. |
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Director
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September 19, 2008 |