WSMP INC, SC 13D, 1997-08-01

WSMP INC
SC 13D, 1997-08-01
BAKERY PRODUCTS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 15)

WSMP, INC.
(Name of the Issuer)

Common Stock
(Title of Class of Securities)

929330 10 8
(CUSIP Number)

J. R. SIMPSON II
Simpson Aycock, P.A.
204 East McDowell Street
Morganton, North Carolina 28655
(704) 437-9744
(Name, address, and Telephone Number of Persons
Authorized to Receive Notices and Communications)

JULY 21, 1997
(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 the statement: / /

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 (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act.

The total number of shares reported herein is 1,484,597 shares, which
constitutes approximately 42.2% of the total number of shares outstanding. All
ownership percentages set forth herein assume that at July 21, l997, there were
3,517,449 shares outstanding (including 257,500 shares issuable pursuant to the
exercise of presently exercisable options by four of the individual persons
reporting herein).
<PAGE> 2

SCHEDULE 13D
CUSIP No. 929330 10 8
<TABLE>
<S> <C>
- ---------------------------------------------------------------------
1. Name of Reporting Person; S.S. or I.R.S. Identification No.
of Above Person
James Claude Richardson, Jr.

- ---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group.
(a) /x/

(b) / /

- ---------------------------------------------------------------------
3. SEC Use Only

- ---------------------------------------------------------------------
4. Source of Funds
SC, BK, PF

- ---------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required to
Items 2(d) or 2(e) / /

- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America

- ---------------------------------------------------------------------
Number of Shares 7. Sole Voting Power
Beneficially Owned 125,500
By Each Reporting
Person With -----------------------------------
8. Shared Voting Power
1,219,235

-----------------------------------
9. Sole Dispositive Power
125,500

-----------------------------------
10. Shared Dispositive Power
1,219,235

- ---------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,344,735

- ---------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /

- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
38.2%

- ---------------------------------------------------------------------
14. Type of Reporting Person
IN

- ---------------------------------------------------------------------
</TABLE>

Page 2 of 18 Pages
<PAGE> 3

- ---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group.
(a) /x/

(b) / /

- ---------------------------------------------------------------------
3. SEC Use Only

- ---------------------------------------------------------------------
4. Source of Funds
SC, BK, PF

- ---------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required to
Items 2(d) or 2(e) / /

- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America

- ---------------------------------------------------------------------
Number of Shares 7. Sole Voting Power
Beneficially Owned 61,250
By Each Reporting
Person With -----------------------------------
8. Shared Voting Power
1,219,235

-----------------------------------
9. Sole Dispositive Power
61,250

-----------------------------------
10. Shared Dispositive Power
1,219,235

- ---------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,485

- ---------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /

- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
36.4%

- ---------------------------------------------------------------------
14. Type of Reporting Person
IN

- ---------------------------------------------------------------------
</TABLE>

Page 3 of 18 Pages
<PAGE> 4

- ---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group.
(a) /x/

(b) / /

- ---------------------------------------------------------------------
3. SEC Use Only

- ---------------------------------------------------------------------
4. Source of Funds
SC, BK, PF

- ---------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required to
Items 2(d) or 2(e) / /

- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America

- ---------------------------------------------------------------------
Number of Shares 7. Sole Voting Power
Beneficially Owned 66,737
By Each Reporting
Person With -----------------------------------
8. Shared Voting Power
1,219,235

-----------------------------------
9. Sole Dispositive Power
66,737

-----------------------------------
10. Shared Dispositive Power
1,219,235

- ---------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,285,972

- ---------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /

- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
36.5%

- ---------------------------------------------------------------------
14. Type of Reporting Person
IN

- ---------------------------------------------------------------------
</TABLE>

Page 4 of 18 Pages
<PAGE> 5

- ---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group.
(a) /x/

(b) / /

- ---------------------------------------------------------------------
3. SEC Use Only

- ---------------------------------------------------------------------
4. Source of Funds
SC, BK, PF

- ---------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required to
Items 2(d) or 2(e) / /

- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America

- ---------------------------------------------------------------------
Number of Shares 7. Sole Voting Power
Beneficially Owned 1,875
By Each Reporting
Person With -----------------------------------
8. Shared Voting Power
1,219,235

-----------------------------------
9. Sole Dispositive Power
1,875

-----------------------------------
10. Shared Dispositive Power
1,219,235

- ---------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,221,110

- ---------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /

- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
34.7%

- ---------------------------------------------------------------------
14. Type of Reporting Person
IN

- ---------------------------------------------------------------------
</TABLE>

Page 5 of 18 Pages
<PAGE> 6

- ---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group.
(a) /x/

(b) / /

- ---------------------------------------------------------------------
3. SEC Use Only

- ---------------------------------------------------------------------
4. Source of Funds
SC, BK, PF

- ---------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required to
Items 2(d) or 2(e) / /

- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America

- ---------------------------------------------------------------------
Number of Shares 7. Sole Voting Power (1)
Beneficially Owned 300,923
By Each Reporting
Person With -----------------------------------
8. Shared Voting Power
918,312

-----------------------------------
9. Sole Dispositive Power (1)
300,923

-----------------------------------
10. Shared Dispositive Power
918,312

- ---------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,219,235

- ---------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /

- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
34.6%

- ---------------------------------------------------------------------
14. Type of Reporting Person
C

- ---------------------------------------------------------------------
</TABLE>

(1) Power is exercised by a majority vote of the shareholders of HERTH
Management, Inc. Does not include other shares beneficially owned by the
shareholders of HERTH Management, Inc. and shares beneficially owned by RSH
Management, Inc.

Page 6 of 18 Pages
<PAGE> 7

- ---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group.
(a) /x/

(b) / /

- ---------------------------------------------------------------------
3. SEC Use Only

- ---------------------------------------------------------------------
4. Source of Funds
SC, BK, PF

- ---------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required to
Items 2(d) or 2(e) / /

- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America

- ---------------------------------------------------------------------
Number of Shares 7. Sole Voting Power (1)
Beneficially Owned 918,312
By Each Reporting
Person With -----------------------------------
8. Shared Voting Power
-0-

-----------------------------------
9. Sole Dispositive Power (1)
918,312

-----------------------------------
10. Shared Dispositive Power
-0-

- ---------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
918,312

- ---------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /

- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
26.1%

- ---------------------------------------------------------------------
14. Type of Reporting Person
C

- ---------------------------------------------------------------------
</TABLE>

(1) Power is exercised by a majority vote of the shareholders of RSH
Management, Inc. Does not include other shares beneficially owned by the
shareholders of RSH Management, Inc.

Page 7 of 18 Pages
<PAGE> 8

- ---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group.
(a) /x/

(b) / /

- ---------------------------------------------------------------------
3. SEC Use Only

- ---------------------------------------------------------------------
4. Source of Funds
SC, BK, PF

- ---------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required to
Items 2(d) or 2(e) / /

- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America

- ---------------------------------------------------------------------
Number of Shares 7. Sole Voting Power (1)
Beneficially Owned -0-
By Each Reporting
Person With -----------------------------------
8. Shared Voting Power
1,219,235

-----------------------------------
9. Sole Dispositive Power (1)
-0-

-----------------------------------
10. Shared Dispositive Power
1,219,235

- ---------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,219,235

- ---------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /

- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
34.6%

- ---------------------------------------------------------------------
14. Type of Reporting Person
C

- ---------------------------------------------------------------------
</TABLE>

(1) Power is exercised by a majority vote of the members of Columbia Hill, LLC.
Does not include other shares beneficially owned by the members of Columbia
Hill, LLC.

Page 8 of 18 Pages
<PAGE> 9

- ---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group.
(a) /x/

(b) / /

- ---------------------------------------------------------------------
3. SEC Use Only

- ---------------------------------------------------------------------
4. Source of Funds
SC, BK, PF

- ---------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required to
Items 2(d) or 2(e) / /

- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America

- ---------------------------------------------------------------------
Number of Shares 7. Sole Voting Power
Beneficially Owned 10,000
By Each Reporting
Person With -----------------------------------
8. Shared Voting Power
1,219,235

-----------------------------------
9. Sole Dispositive Power
10,000

-----------------------------------
10. Shared Dispositive Power
1,219,235

- ---------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,229,235

- ---------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /

- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
34.9%

- ---------------------------------------------------------------------
14. Type of Reporting Person
IN

- ---------------------------------------------------------------------
</TABLE>

Page 9 of 18 Pages
<PAGE> 10

SCHEDULE 13D
CUSIP No. 929330 10 8
<TABLE>
<S> <C>
- ---------------------------------------------------------------------

1. Name of Reporting Person; S.S. or I.R.S. Identification No.
of Above Person
Glenn A. Hunsucker

- ---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group.
(a) /x/

(b) / /

- ---------------------------------------------------------------------
3. SEC Use Only

- ---------------------------------------------------------------------
4. Source of Funds
SC, BK, PF

- ---------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required to
Items 2(d) or 2(e) / /

- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America

- ---------------------------------------------------------------------
Number of Shares 7. Sole Voting Power
Beneficially Owned -0-
By Each Reporting
Person With -----------------------------------
8. Shared Voting Power
918,312

-----------------------------------
9. Sole Dispositive Power
-0-

-----------------------------------
10. Shared Dispositive Power
918,312

- ---------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
918,312

- ---------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /

- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
26.1%

- ---------------------------------------------------------------------
14. Type of Reporting Person
IN

- ---------------------------------------------------------------------
</TABLE>

Page 10 of 18 Pages
<PAGE> 11

- ---------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group.
(a) /x/

(b) / /

- ---------------------------------------------------------------------
3. SEC Use Only

- ---------------------------------------------------------------------
4. Source of Funds
SC, BK, PF

- ---------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required to
Items 2(d) or 2(e / /

- ---------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America

--------------------------------------------
9. Sole Dispositive Power
-0-

--------------------------------------------
10. Shared Dispositive Power
918,312

- ---------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
918,312

- ---------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares / /

- ---------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
26.1%

- ---------------------------------------------------------------------
14. Type of Reporting Person
IN

- ---------------------------------------------------------------------
</TABLE>

Page 11 of 18 Pages
<PAGE> 12

Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated May 5, 1993,
relating to the Common Stock (the "Stock"), of WSMP, Inc. (the "Issuer").
Unless otherwise indicated, all defined terms used herein shall have the same
meanings as those set forth in the Schedule 13D.

ITEM 1. SECURITY AND ISSUER.

This statement relates to the Common Stock (the "Stock") of WSMP, Inc.
(the "Issuer"). The principal executive offices of the Issuer are located at 1
WSMP Drive (P.O. Box 399), Claremont, North Carolina 28610.

ITEM 2. IDENTITY AND BACKGROUND.

(a) - (c) The following are the names and business addresses, present
principal occupations or employment, and the principal business and address of
the corporation or other organization in which such employment is conducted, of
each of the Reporting Persons:

<TABLE>
<CAPTION>
Present Principal
Occupation and Principal
Business Business Address
Name Address of Employee
- ------------------ -------------- -----------
<S> <C> <C>
James C. Richardson, Jr. 1 WSMP Drive Vice Chairman of the
Claremont, N.C. Board, Chief Executive
28610 Officer, WSMP, Inc.;
Food Services;
1 WSMP Drive
Claremont, N.C. 28610

David R. Clark 1 WSMP Drive President and Chief
Claremont, N.C. Operating Officer,
28610 WSMP, Inc.; Food Services;
1 WSMP Drive
Claremont, N.C. 28610

James M. Templeton 1 WSMP Drive Senior Vice President,
Claremont, N.C. WSMP, Inc.; Food Services;
28610 1 WSMP Drive
Claremont, N.C. 28610

Larry D. Hefner 1 WSMP Drive Vice President
Claremont, N.C. WSMP, Inc.; Food Services;
28610 1 WSMP Drive
Claremont, N.C. 28610
</TABLE>

Page 12 of 18 Pages
<PAGE> 13

Continued
<TABLE>
<CAPTION>
Present Principal
Occupation and Principal
Business Business Address
Name Address of Employee
- -------------------- ------------------ ------------------------
<S> <C> <C>
Gregory A. Edgell 3200 Devine Street CPA, Abernathy &
Columbia, S.C. Company; Certified
29205 Public Accountants;
3200 Devine Street
Columbia, S.C. 29205

Glenn A. Hunsucker P. O. Box 626 President, Bassett
Bassett, Va. 24055 Furniture Industries;
Furniture Manufacturer;
P. O. Box 626
Bassett, Va. 24055

Walker Lyerly III 1905 5th Street, Independent Investor
N.W., Hickory,
N.C. 28601

RSH Management, Inc., 1 WSMP Drive N/A
a N.C. Corporation Claremont, N.C.
28610

HERTH Management, Inc., 1 WSMP Drive N/A
a N.C. Corporation Claremont, N.C.
28610

Columbia Hill, LLC, 1 WSMP Drive N/A
a N.C. Limited Liability Claremont, N.C.
Company 28610

</TABLE>

This Amendment also reflects that Columbia Hill, LLC, and Richard F.
Howard have entered into an agreement dated July 21, 1997 (the "Columbia Hill
Agreement") by which Howard sold and Columbia Hill purchased all of Howard's
interest in RSH and in HERTH, and Howard resigned as an officer and director of
both corporations. While Howard will continue indefinitely as an officer and
director of WSMP, this transaction eliminates Howard as a member of the group
of Reporting Persons. Columbia Hill is a North Carolina limited liability
company whose members are David R. Clark, James C. Richardson, Jr., and Larry
D. Hefner.

(d) During the past five years, none of the Reporting Persons have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e) During the past five years, none of the Reporting Persons has been a
party to a civil proceeding of a judicial or administrative body

Page 13 of 18 Pages
<PAGE> 14

of competent jurisdiction as a result of which he was or is 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.

(f) The citizenship of each of the Reporting Persons is the United
States of America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Over the course of eleven years, the Reporting Persons have used various
sources of funds for the acquisition of Stock including personal funds of the
Reporting Persons, loans from the Reporting Persons, and loans from banks to
some or all of the Reporting Persons.

Presently the Reporting Persons have outstanding approximately $8 million
in loans to acquire or refinance the acquisition of the Stock and for which
portions of the Stock are pledged as security.

These loans are with several regional banks, including First Century Bank
of Wytheville, Virginia, Carolina First Bank of Greenville, South Carolina,
Lincoln Bank of Lincolnton, North Carolina, and Peoples Bank of Newton, North
Carolina. Maturities range from three to five years, and interest rates range
from prime plus 0.75% to prime plus 2.0%.

Concerning Columbia Hill, LLC's purchase transaction with Howard described
in the "Columbia Hill Agreement", payment consisted of a downpayment of
$250,000, and the balance of $450,000 represented by a Promissory Note to
Howard, secured by the personal guaranties of the principals of Columbia Hill,
LLC. The downpayment was obtained from the personal funds of the principals of
Columbia Hill.

ITEM 4. PURPOSE OF TRANSACTION.

The Optionee have no present plans or proposals that relate to or that
would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) The aggregate number of shares of the stock that the Reporting
Persons, as a group, own beneficially under the definition of beneficial
ownership applicable to Rule 13d-3 of the Act, is 1,484,597, which constitutes
approximately 42.2% of the outstanding shares of the stock. A total of 257,500
of said shares are issuable upon the exercise of immediately exercisable
options held by Reporting Persons as follows:

Page 14 of 18 Pages
<PAGE> 15

<TABLE>
<S> <C>
James C. Richardson, Jr. 125,000
James M. Templeton 62,500
David R. Clark 60,000 (1)
Larry D. Hefner 10,000 (2)
</TABLE>

- -------------------

(1) Options total 100,000, but only 60,000 are immediately exercisable.
(2) Options total 25,000, but only 10,000 are immediately exercisable.

The ownership of each non-individual Reporting Person is shown as follows:

<TABLE>
<CAPTION>
Percentage
Entity Ownership Shares of Stock
- ------ ---------- ---------------
<S> <C> <C>
RSH 918,312

HERTH 93.9% 862,296
Columbia Hill 0.8 7,477
Richardson 0.4 3,738
Edgell 0.4 3,738
Templeton 0.2 1,869
Hunsucker 1.3 11,760
Lyerly 3.0 27,434
----- -------

100.0% 918,312

HERTH 300,923

Columbia Hill 44.45% 133,744
Richardson 22.22 66,872
Edgell 22.22 66,872
Templeton 11.11 33,435
----- -------

100% 300,923

COLUMBIA HILL
Clark 45%
Richardson 40
Hefner 15
-----

100%
</TABLE>

(b) The direct and indirect stock ownership of each individual Reporting
Person is as follows:

Page 15 of 18 Pages

<PAGE> 16

<TABLE>
<CAPTION>
Shares Held Shares Held
Shares Held Indirectly Indirectly
Shares Held Indirectly through through Col- Total Shares
Name Directly(1) Through RSH(1) HERTH(4) umbia Hill(5) Attributed
- -------- ------------ -------------- ----------- -------------- -------------
<S> <C> <C> <C> <C> <C>
RSH 918,312 -- -- -- 918,312

HERTH 300,923 862,296 -- -- 1,163,219

COLUMBIA HILL -- 7,477 133,744 -- 141,221

RICHARDSON 500 3,738 66,872 56,588 252,598
125,000(2)

CLARK 1,250 -- -- 63,550 124,800
60,000(2)

TEMPLETON 4,237 1,869 33,435 -- 102,041
62,500(2)

HEFNER -- -- --
21,183 31,183
10,000(2)

EDGELL 1,875 3,738 66,872 -- 72,485

HUNSUCKER -- 11,760 -- -- 11,760

LYERLY -- 27,434 -- -- 27,434
--------- ------- ------- ------- -------

TOTAL 1,484,597 918,312 300,923 141,221
</TABLE>

- ----------------

(1) Each Reporting Person has the sole power to vote and dispose of the Stock,
unless otherwise indicated.

(2) Represents shares that the Reporting Person has the option to acquire
pursuant to immediately exercisable stock options granted pursuant to the 1987
WSMP, Inc. Special Stock Option Plan and the 1987 WSMP, Inc. Incentive Stock
Option Plan.

(3) Voting or disposition of RSH's shares may be done only by the consent of
the holders of a majority of its outstanding shares. Beneficial ownership of
other than a pro-rata interest in the shares has been disclaimed by each of the
shareholders of RSH.

(4) Voting or disposition of HERTH's shares may be done only by the consent of
the holders of a majority of its outstanding shares. Beneficial ownership of
other than a pro-rata interest in the shares has been disclaimed by each of the
shareholders of HERTH.

(5) Voting or disposition of Columbia Hill's shares may be done only by the
consent of the holders of a majority of its membership interest. Beneficial
ownership of other than a pro-rata interest in the shares has been disclaimed
by each of the members of Columbia Hill.

Page 16 of 18 Pages
<PAGE> 17

(c) Within the last 60 days, none of the Reporting Persons have effected
any transactions in shares of Stock, except as otherwise set forth in this
Amendment No. 15.

(d) No person other than the Reporting Persons has the right to receive,
or the power to direct the receipt of dividends from, or the proceeds form the
sale of, the shares of Stock held by such Reporting Person, except as described
herein.

(e) Richard F. Howard ceased to be a member of this group of Reporting
Persons as of July 21, 1997, upon the sale of his shares of HERTH and RSH stock
under the Columbia Hill agreement.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

Columbia Hill and Richard F. Howard have entered into the Columbia Hill
Agreement dated July 27, 1997, by which Columbia Hill purchased all of Howard's
interest in HERTH and RSH.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1 Stock Purchase Agreement dated July 21, 1997
between Columbia Hill and Richard F. Howard

After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.

<TABLE>
<S> <C>
James C. Richardson, Jr. * July 29, 1997
- ------------------------------
James C. Richardson, Jr.

David R. Clark July 29, 1997
- ------------------------------
David R. Clark

Gregory A. Edgell * July 29, 1997
- ------------------------------
Gregory A. Edgell

James M. Templeton * July 29, 1997
- ------------------------------
James M. Templeton
</TABLE>

Page 17 of 18 Pages
<PAGE> 18

<TABLE>
<S> <C>
Glenn A. Hunsucker * July 29, 1997
- -----------------------------
Glenn A. Hunsucker

Walker Lyerly III * July 29, 1997
- -----------------------------
Walker Lyerly III

Larry D. Hefner July 29, 1997
- -----------------------------
Larry D. Hefner

David R. Clark July 29, 1997
- ------------------------------
Columbia Hill, LLC

RSH MANAGEMENT, INC.

By: James M. Templeton July 29, 1997
---------------------------
James M. Templeton

HERTH MANAGEMENT, INC.

By: James M. Templeton July 29, 1997
---------------------------
James M. Templeton

*By: James M. Templeton July 29, 1997
--------------------------
James M. Templeton
Attorney-in-Fact
</TABLE>

Page 18 of 18 Pages
<PAGE> 19
EXHIBIT 1

STATE OF NORTH CAROLINA STOCK PURCHASE AGREEMENT

COUNTY OF CATAWBA

THIS STOCK PURCHASE AGREEMENT, dated as of July 21, 1997, among
Richard F. Howard, a resident of North Carolina (herein "Seller") and Columbia
Hill, LLC, a North Carolina Limited Liability Company (herein "Buyer").

WITNESSETH:

WHEREAS, Seller is the owner of Two Thousand (2,000) shares of common
stock of HERTH Management, Inc. ("HERTH") and Seventy Thousand Five Hundred
Eighty (70,580) shares of common stock of RSH Management, Inc. ("RSH"), both
being North Carolina corporations (collectively the "Corporations"); and

WHEREAS, Seller desires to sell and Buyer desires to buy all shares of
stock of the Corporations owned by Seller (the "Shares") in accordance with the
terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties agree as follows:

1. Purchase of Stock. At Closing (as defined below), Seller
shall sell, assign, transfer and deliver to Buyer, and the Buyer shall purchase
the Shares.

2. Purchase Price/Terms of Payment. The purchase price for the
shares shall be Six Hundred Thousand and No/100 Dollars ($600,000.00) for the
HERTH shares and One Hundred Thousand and No/100 Dollars ($100,000.00) for the
RSH shares, a total of Seven Hundred Thousand and No/100 Dollars. Payment
shall be by payment of cash of $250,000.00 at Closing and the delivery at
Closing of a promissory note from the Buyer and guaranteed by its principals
individually joining in (the "Guarantors") in the form attached as Exhibit A.

3. Representations and Warranties of Seller. Seller represents
and warrants to Buyer as follows:

(a) Title to Shares: Seller is the owner of the Shares,
free and clear of any liens, encumbrances, and charges, and
has full power to sell and transfer the Shares.

(b) Authority. Seller has full right, power, capacity and
authority to enter into this Agreement and to perform the
obligations of Seller under this Agreement, and has fully
executed this Agreement. Assuming the due authorization,
execution, and delivery hereof by Buyer, and the binding
effect thereon, this Agreement is legal, valid and binding
upon Seller and is enforceable against Seller in accordance
with its terms. Neither the
<PAGE> 20

execution and delivery of this Agreement nor the consummation
by Seller of the transactions contemplated herein violates or
will violate, or conflicts with or will conflict with or
constitutes a default under, any contract, commitment, lease,
agreement, understanding, arrangement, or restriction of any
kind to which Seller is a party, or by which Seller or his
properties may be bound.

(c) Litigation; Impairment. There are no legal proceedings
pending against or threatened against Seller, which, if
adversely determined, could, in any respect, prevent or
impair the ability of Seller to perform the obligations of
Seller under this Agreement. No matters (individually or in
the aggregate) exist, or (so far as Seller can foresee) may
reasonably be expected to exist which prevent or impair the
ability of Seller to perform his obligations under this
Agreement.

(d) Disclosure. No representation or warranty made by
Seller in this Agreement contains any untrue statement of a
material fact, or omits to state a material fact with respect
to the required subject matter thereof which is necessary to
prevent any such information contained therein in the
aggregate from being materially misleading.

(e) WS Partners. The Seller does not have any direct or
beneficial interest in WS Partners, a North Carolina
partnership, and to his knowledge, WS Partners was dissolved
and all assets and liabilities thereof collapsed and
transferred into the Corporations.

4. Representations and Warranties of Buyer. Buyer represents
and warrants to Seller as follows:

(a) Authority. Buyer has full right, power, capacity and
authority to enter into this Agreement and to perform the
obligations of Buyer under this Agreement. This Agreement is
a legal, valid and binding obligation of Buyer and is
enforceable against Buyer in accordance with its terms.
Neither the execution and delivery of this Agreement by
Buyer, nor the consummation by Buyer of the transactions
contemplated herein violates or will violate, or conflicts
with or will conflict with, or constitutes a default under,
any contract, commitment, lease, agreement, understanding,
arrangement, restriction of any kind to which any Buyer is a
party, or by which the Buyer or its properties may be bound.

(b) Litigation; Impairment. There are no legal
proceedings pending against or threatened against Buyer,

2
<PAGE> 21

which, if adversely determined, could, in any respect,
prevent or impair the ability of Buyer to perform the
obligations of Buyer under this Agreement. No matters
(individually or in the aggregate) exist, or (so far as Buyer
can foresee) may reasonably be expected to exist which
prevent or impair the ability of Buyer to perform its
obligation under this Agreement.

(c) Disclosure. No representation or warranty made by
Buyer in this Agreement contains any untrue statement of
material fact, or omits to state a material fact with respect
to the required subject matter thereof which is necessary to
prevent any such information contained therein in the
aggregate from being materially misleading.

(d) Principals. The principals of the Buyer are involved
in the executive management of WSMP, Inc. ("WSMP") and/or
the Corporations.

5. Resignation. As of Closing, the Seller shall tender his
resignation as an officer and director of the Corporations, and said
resignation shall be effective upon acceptance by the Corporations.

6. Disclosure. The stock registry of HERTH and RSH reflects:
(i) that HERTH is the parent corporation of RSH and owns 8,139,930 shares of
validly issued and non-accessible RSH shares of the total outstanding 8,668,699
common shares of RSH, and (ii) that the shareholders of the Corporations are as
set forth on Exhibit B attached. The stock registry of WSMP reflects that each
respective Corporation owns validly issued and registered shares in WSMP as
follows: HERTH (300,923) and RSH (918,312). Each party does acknowledge that
the Corporations have taken certain action due to debt and financing
considerations with regard to the WSMP shares, including various intercompany
loans between HERTH and RSH, stock issuances by RSH in cancellation of
indebtedness due HERTH, and outside loans through and guaranteed by the various
shareholders and related parties of the Corporations which has affected the
existing corporate structure and ownership of shares of the respective
Corporations. Buyer further represents and warrants that the heavy debt
structure of the Corporations as a result of acquiring and carrying the
investment of the Corporations in the WSMP shares has created and continues to
create a substantial cash flow burden on the Corporations. The Buyer further
represents and warrants that as a result of such burden that management of the
Corporations has in the past and continues in the present to actively pursue
negotiations for the disposition of the WSMP shares owned by the respective
Corporations. Buyer represents that management of WSMP is continually
reviewing various options including corporate restructures and mergers which
may substantially increase the value of WSMP shares held by its

3
<PAGE> 22

shareholders. Buyer further represents that management of the Corporations is
continually reviewing options to dispose and liquidate the shares of WSMP held
by the Corporations with the expressed intent to do so within the near future
in order to eliminate the WSMP acquisition debt burdens on the respective
Corporations. Although there are occasional expressions of intent and interest
in, and preliminary discussions in regard to, the block of WSMP shares held by
the respective Corporations, Buyer warrants and represents that no definitive
agreement is pending or outstanding with regard to the disposition of such
shares owned by the Corporations. However, it is the Buyer's intent that
management of the respective Corporations will continue to solicit and seek
opportunities to dispose of the WSMP shares, and at a price in excess of
current market value, in order to retire the aforesaid debts. It is a
principal purpose of this acquisition to afford the Buyer in conjunction with
its principals the opportunity to further consolidate control of the respective
Corporations in order to facilitate such disposition of the WSMP shares. The
Seller hereby acknowledges and understands that it is the intent of the Buyer
to ultimately control the respective Corporations for the primary purpose of
facilitating the disposition of the WSMP shares controlled by the Corporations,
said disposition intended to be at a level in excess of the current market
value.

7. Release. Effective as of Closing, in consideration of
the transaction contemplated herein, and other consideration of legal
sufficiency, the receipt of which is hereby acknowledged, the undersigned
Seller, for himself, his heirs and assigns, does release and forever discharge
the Corporations, their respective officers, directors, agents and
shareholders, from all liabilities, claims, demands, shareholder or derivative
actions, and charges of every nature, including attorneys fees, whatsoever in
law or in equity, which the Seller, his heirs or assigns, can, shall, or may
have by any reason or transaction or act or omission, whether authorized or
unauthorized, prior to the date hereof, provided, nothing herein shall be
deemed a release of the Corporations from any loan repayments due from the
Corporations to the Seller, or any rights of contribution, subrogation, or
indemnity due to the Seller as a result of being a guarantor of any of the
obligations or liabilities of the Corporations.

Buyer expressly agrees to assume, indemnify and hold harmless the
Seller from any liability or obligation of the Corporations of which Seller is
an endorser, co-obligor, or guarantor.

8. WSMP. David R. Clark ("Clark") and James C. Richardson, Jr.
("Richardson") being principals of the Buyer, acknowledge that they are
executive officers of WSMP. As part of this transaction, the Seller has
requested that in the event WSMP conducts any type of secondary offering, he be
allowed to participate in such offering up to 50,000 shares, provided, such
participation and the terms and conditions thereof is approved by and
acceptable to the

4
<PAGE> 23

underwriters. It is expressly understood that while Clark and Richardson do
not have any authority to assure or promise that such request will be honored,
they hereby agree to bring such request before the underwriters and the Board
of Directors of WSMP in the event of such offering. It is further understood
that such request would be brought to the Board of WSMP with a full disclosure
of its origin. As a result thereof and based on the determination of counsel
of WSMP, Clark and/or Richardson, serving in director capacities with WSMP, may
be required to abstain from such board vote by reason of conflict of interest.

It is expressly understood that the Corporations will continue to
negotiate with outside third parties for the disposition of the block of WSMP
shares held by the Corporations. It is agreed that in the event such a
transaction is negotiated that the Buyer and its principals will make a good
faith effort to allow the Seller the opportunity to be included in the
transaction (the disposition of WSMP shares owned by the Seller); provided,
such inclusion: (i) is acceptable to the Board of Directors of the
Corporations and the underwriters involved, if any, (ii) is not detrimental to
the overall proposed transaction, and (iii) is acceptable to the third party
buyer.

9. Insurance. The Corporations are currently required
pursuant to certain loan obligations to carry insurance on the Seller endorsed
to and for the benefit of certain financial institutions. In consideration of
this transaction, the Buyer agrees to maintain or cause the Corporations to
maintain in full force and effect the current insurance carried by the
Corporations on the life of the Seller and assignable to certain financial
institutions as follows:

Financial
Company Policy No. Face Amount Institution
------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
(a) CU Life 00349917 400,000 Bank of Granite
(b) Lamar Life 0906866 2,000,000 Lincoln Bank
</TABLE>

It is expressly agreed that in the event the one or more of aforesaid
insurance policies in force is not for whatever reason hereafter required to be
maintained as part of the loan commitment, the Buyer and its principals shall
make a good faith effort to cause the Corporations to assign such policy or
policies to the Seller and thereafter Seller will be responsible for all
premiums thereon.

10. Confidentiality. The terms and conditions of this
Agreement shall be kept confidential by the parties and their representatives
unless disclosure is required by a law or order of any governmental agency,
provided, that prior to any forced disclosure, the disclosing party shall
provide written notice to the other party to provide the other party with the
opportunity to

5
<PAGE> 24

contest such disclosure or to apply for an injunction restraining the
disclosure, in whole or in part. Nothing herein shall be construed as
prohibiting the nondisclosing party from pursuing any other available remedy
for such breach or threatened breach of this provision, including without
limitation, the recovery of damages. For purposes of this provision,
"representatives" means attorneys, accountants, bankers, appraisers, advisers
or other consultants engaged by any of the parties hereto for the purpose of
giving advice or counsel with regard to this Agreement.

11. Closing. Such closing of the transaction described
herein (the "Closing") shall take place at such time and place as the parties
may mutually agree on or before July 21, 1997.

(a) Seller shall deliver the Shares and/or stock powers
sufficient to transfer title in the books of the Corporations.

(b) Buyer shall deliver the payment due at Closing and
referred to in Section 2.

12. Miscellaneous.

(a) Survival of Representations and Warranties. All
representations, warranties, releases, covenants and
agreement made in this Agreement, or in the certificates or
instruments delivered pursuant hereto, or in connection
herewith shall survive the Closing.

(b) Time of the Essence; Extensions. Time is of the
essence in the performance of this Agreement. The parties
hereto may, solely by written agreement, extend the time for
the performance of any of the obligations or other acts the
parties hereto; provided, however, no party hereunder shall
have any obligation whatsoever to grant any extension. Any
agreement on the part of a party for any such extension,
modification or waiver shall be validly and sufficiently
given and authorized for the purpose of this Agreement only
if given in writing appropriately signed by such party and
delivered to the other party hereto.

(c) Entire Agreement; Amendment. This Agreement contains the
entire agreement between the parties relating to the subject
matter hereof and supersedes any prior agreement,
arrangement, and understanding between the parties regarding
the subject matter hereof. No representation, warranty,
covenant, obligation, promise,

6
<PAGE> 25

inducement, or statement of intention has been made which is
not expressed in this Agreement. This Agreement may be
amended or changed only by written instrument duly executed
by Buyer and Seller, and any alleged amendment or change
which is not so documented shall not be effective as to the
parties.

(d) Captions. The section and subsection headings appearing
in this Agreement are for convenience of reference only and
are not intended to any extent, or for any purpose, to limit
or define the text of any section or subsection hereof.

(e) Specific Performance. The parties hereto acknowledge
that the subject matter of this Agreement is unique and is
not susceptible to an adequate remedy at law. It is
therefore expressly agreed that upon the failure of either
party to perform enforcement of this Agreement may be had
under the laws of equity in the manner of specific
performance.

(f) Multiple Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be an original,
but all of which shall constitute but one instrument.

(g) Benefit and Survival of Rights. This Agreement and any
amendments, alterations, modifications, additions or
qualifications hereto relating shall be binding upon and
inure to the benefit of the parties to this Agreement, their
legatees, devisees, personal and legal representatives,
successors and/or assigns.

(h) Further Assurances. Each party hereto covenants and
agrees that, from time to time after the Closing, it shall
deliver such instruments and take such other action as may be
reasonably necessary to perfect the transactions contemplated
hereunder.

IN WITNESS WHEREOF, Buyer and Seller and Guarantors have caused this
Agreement to be duly executed in accordance with law, all as of the day and
year first above written.

SELLER:

(SEAL)
- ------------------------- ---------------------------
Witness Richard F. Howard

7
<PAGE> 26

BUYER:

COLUMBIA HILL, LLC

By:
---------------------------------
James C. Richardson, Jr.,
Manager

By: David R. Clark
----------------------------------
David R. Clark, Manager

By:
----------------------------------
Larry D. Hefner, Manager

GUARANTORS:

(SEAL)
----------------------------------
James C. Richardson, Jr.

(SEAL)
----------------------------------
David R. Clark

(SEAL)
----------------------------------
Larry D. Hefner

8
<PAGE> 27

EXHIBIT B

Shareholdings

<TABLE>
<CAPTION>
Shareholders of HERTH Shares
- --------------------- ------
<S> <C>
Richard F. Howard 2,000
James C. Richardson, Jr. 1,000
James M. Templeton 500
Gregory A. Edgell 1,000
---------
TOTAL 4,500
=========

Shareholders of RSH
- -------------------

HERTH 8,139,930
Richard F. Howard 70,580
James C. Richardson, Jr. 35,290
Gregory A. Edgell 35,290
James M. Templeton 17,645
Glenn A. Hunsucker 111,001
Walker Lyerly, III 258,963
---------
TOTAL 8,668,699
=========
</TABLE>