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).
<PAGE>
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)
<PAGE>
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,
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
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: ____________________
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
