<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 16)
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)
SEPTEMBER 22, 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 42.1% of the total number of shares outstanding. All
ownership percentages set forth herein assume that at September 22, l997, there
were 3,528,529 shares outstanding (including 257,500 shares issuable pursuant to
the exercise of presently exercisable options by four of the individual persons
reporting herein).
Page 1 of 14 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP No. 929330 10 8
- --------------------------------------------------------------------------------
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)
38.1%
- --------------------------------------------------------------------------------
14. Type of Reporting Person
IN
- --------------------------------------------------------------------------------
Page 2 of 14 Pages
<PAGE> 3
SCHEDULE 13D
CUSIP No. 929330 10 8
- --------------------------------------------------------------------------------
1. Name of Reporting Person; S.S. or I.R.S. Identification No. of
Above Person
David R. Clark ###-##-####
- --------------------------------------------------------------------------------
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)
36.3%
- --------------------------------------------------------------------------------
14. Type of Reporting Person
IN
- --------------------------------------------------------------------------------
Page 3 of 14 Pages
<PAGE> 4
SCHEDULE 13D
CUSIP No. 929330 10 8
- --------------------------------------------------------------------------------
1. Name of Reporting Person; S.S. or I.R.S. Identification No. of
Above Person
James M. Templeton ###-##-####
- --------------------------------------------------------------------------------
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)
36.4%
- --------------------------------------------------------------------------------
14. Type of Reporting Person
IN
- --------------------------------------------------------------------------------
Page 4 of 14 Pages
<PAGE> 5
SCHEDULE 13D
CUSIP No. 929330 10 8
- --------------------------------------------------------------------------------
1. Name of Reporting Person; S.S. or I.R.S. Identification No. of
Above Person
Gregory Albion Edgell ###-##-####
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
Page 5 of 14 Pages
<PAGE> 6
SCHEDULE 13D
CUSIP No. 929330 10 8
- -------------------------------------------------------------------------------
1. Name of Reporting Person; S.S. or I.R.S. Identification No. of
Above Person
HERTH Management, Inc.
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
(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 14 Pages
<PAGE> 7
SCHEDULE 13D
CUSIP No. 929330 10 8
- -------------------------------------------------------------------------------
1. Name of Reporting Person; S.S. or I.R.S. Identification No. of
Above Person
RSH Management, Inc.
- -------------------------------------------------------------------------------
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)
26.0%
- -------------------------------------------------------------------------------
14. Type of Reporting Person
C
- -------------------------------------------------------------------------------
(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 14 Pages
<PAGE> 8
SCHEDULE 13D
CUSIP No. 929330 10 8
- -------------------------------------------------------------------------------
1. Name of Reporting Person; S.S. or I.R.S. Identification No. of
Above Person
COLUMBIA HILL, LLC 56-2016827
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
(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 14 Pages
<PAGE> 9
SCHEDULE 13D
CUSIP No. 929330 10 8
- -------------------------------------------------------------------------------
1. Name of Reporting Person; S.S. or I.R.S. Identification No. of
Above Person
Larry D. Hefner ###-##-####
- -------------------------------------------------------------------------------
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)
34.8%
- -------------------------------------------------------------------------------
14. Type of Reporting Person
IN
- -------------------------------------------------------------------------------
Page 9 of 14 Pages
<PAGE> 10
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 July 21, 1997,
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.
No material change
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c). Item 2 is hereby partially amended to reflect that Glenn A.
Hunsucker ("Hunsucker") and Walker Lyerly III ("Lyerly") have had their
interests in RSH Management, Inc. ("RSH") redeemed. By a Redemption Agreement
dated as of August 27, 1997 (the "Hunsucker Agreement"), Hunsucker sold and RSH
redeemed all of Hunsucker's interest in RSH. This redemption eliminates
Hunsucker as a Reporting Person. By a Redemption Agreement dated as of September
22, 1997 ( the "Lyerly Agreement"), Lyerly sold and RSH redeemed all of Lyerly's
interest in RSH. This redemption eliminates Lyerly as a Reporting Person.
(d) - (f). No material change
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is partially amended to reflect that:
1) RSH has redeemed Hunsucker's interest in RSH. The redemption price
of $250,000 was paid by RSH's Promissory Note dated August 27, 1997 ( the
"Hunsucker Note") in the face amount of $250,000. The Hunsucker Note bears no
interest until June 1, 1998, then bears interest at a rate of 9% per annum until
maturity, with interest payable quarterly beginning June 30, 1998. Payment of
principal is to be made on August 27, 1999, or upon liquidation of certain stock
of WSMP, Inc. held by RSH or held by the Hunsucker Note's guarantor, HERTH
Management, Inc. ("HERTH"), whichever first occurs.
2) RSH has redeemed Lyerly's interest in RSH. The redemption price of
$515,000 was paid by RSH's Promissory Note dated September 22, 1997 (the "Lyerly
Note") to Walker Lyerly IV, Lyerly's assignee, in the face amount of $515,000.
The Lyerly Note bears no interest until June 1, 1998, then bears interest at a
rate of 9% per annum until maturity, with interest payable quarterly beginning
June 30, 1998. Payment of principal is to be made on September 22, 1997, or upon
liquidation of certain stock of WSMP, Inc. held by RSH, or held by the Lyerly
Note's guarantor, HERTH, whichever first occurs.
Page 10 of 14 Pages
<PAGE> 11
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is partially amended as follows:
(a) Item 5(a) is partially amended to reflect
1) That pursuant to the Hunsucker agreement, RSH has redeemed
Hunsucker's interest in RSH, and Hunsucker is eliminated from the group of
Reporting Persons.
2) That pursuant to the Lyerly agreement, RSH has redeemed
Lyerly's interest in RSH, and Lyerly is eliminated from the group of Reporting
Persons.
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 98.1% 900,753
Columbia Hill 0.9 7,806
Richardson 0.4 3,903
Edgell 0.4 3,903
Templeton 0.2 1,947
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
----- -------
100.0% 300,923
COLUMBIA HILL
Clark 45%
Richardson 40
Hefner 15
-----
100%
</TABLE>
Page 11 of 14 Pages
<PAGE> 12
(b) Item 5(b) is partially amended to reflect that the direct and
indirect stock ownership of each individual Reporting Person is as follows:
<TABLE>
<CAPTION>
Shares Held Shares Held
Shares Held Indirectly Indirectly
Shares Held Indirectly through through Col- Total Shares
Name Directly(1) Through RSH(3) HERTH(4) umbia Hill(5) Attributed
- ---- ----------- -------------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C>
RSH 918,312 -- -- -- 918,312
HERTH 300,923 900,753 -- -- 1,163,219
COLUMBIA HILL -- 7,806 133,744 -- 141,221
RICHARDSON 500 3,903 66,872 56,588 252,598
125,000(2)
CLARK 1,250 -- -- 63,550 124,800
60,000(2)
TEMPLETON 4,237 1,947 33,435 -- 102,041
62,500(2)
HEFNER -- -- -- 21,183 31,183
10,000(2)
EDGELL 1,875 3,903 66,872 -- 72,485
--------- ------- ------- ------- ---------
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 12 of 14 Pages
<PAGE> 13
(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. 16.
(d) No material change.
(e) Hunsucker ceased to be a member of the group of Reporting Persons
as of August 27, 1997, upon the redemption of his shares pursuant to the
Hunsucker agreement.
Lyerly ceased to be a member of the group of Reporting Persons as
of September 22, 1997, upon the redemption of his shares pursuant to the Lyerly
agreement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby partially amended to reflect the following:
RSH and Hunsucker have entered into the Hunsucker Agreement dated as of
August 27, 1997, by which RSH redeemed Hunsucker's interest in RSH. RSH and
Lyerly have entered into the Lyerly agreement dated as of September 22, 1997, by
which RSH redeemed Lyerly's interest in RSH.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Redemption Agreement dated August 27, 1997
between RSH and Glenn A. Hunsucker
Exhibit 2 Redemption Agreement dated September 22, 1997
between RSH and Walker Lyerly III
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.
James C. Richardson, Jr. * October 20, 1997
- ------------------------------ ----
James C. Richardson, Jr.
/s/ David R. Clark October 20, 1997
- ------------------------------ ----
David R. Clark
Gregory A. Edgell * October 20, 1997
- ------------------------------ ----
Gregory A. Edgell
Page 13 of 14 Pages
<PAGE> 14
James M. Templeton * October 20, 1997
- ------------------------------ ----
James M. Templeton
/s/ Larry D. Hefner October 20, 1997
- ------------------------------ ----
Larry D. Hefner
COLUMBIA HILL, LLC
By: /s/ David R. Clark October 20, 1997
-------------------------- ----
David R. Clark
RSH MANAGEMENT, INC.
By: /s/ James M. Templeton October 20, 1997
--------------------------- ----
James M. Templeton
HERTH MANAGEMENT, INC.
By: /s/ James M. Templeton October 20, 1997
-------------------------- ----
James M. Templeton
*By: /s/ James M. Templeton October 20, 1997
------------------------- ----
James M. Templeton
Attorney-in-Fact
Page 14 of 14 Pages
<PAGE> 1
EXHIBIT 1
STATE OF NORTH CAROLINA REDEMPTION AGREEMENT
COUNTY OF CATAWBA
THIS REDEMPTION AGREEMENT, dated as of August 27, 1997, among Glenn A.
Hunsucker, a resident of Martinsville, Virginia (herein "Shareholder") and RSH
Management, Inc., a North Carolina corporation (herein "RSH") and HERTH
Management, Inc., a North Carolina corporation (herein "HERTH"). RSH and HERTH
are sometimes referred to collectively herein as the "Corporations."
WITNESSETH:
WHEREAS, Shareholder is the owner of One Hundred Eleven Thousand One
(111,001) shares (the "Shares") of common stock of RSH; and
WHEREAS, Shareholder desires to sell and RSH desires to redeem all
shares of stock of RSH owned by Shareholder 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), Shareholder
shall sell, assign, transfer and deliver to RSH, and RSH shall accept and
redeem the Shares.
2. Redemption Price/Terms of Payment. The redemption price for the
Shares shall be Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00).
Payment shall be by delivery at Closing of a promissory note from RSH in the
form attached as Exhibit A and guaranteed by HERTH as the parent of RSH and the
individuals joining herein (the "Guarantors").
3. Representations and Warranties of Shareholder. Shareholder
represents and warrants to RSH as follows:
(a) Title to Shares: Shareholder 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. The Shareholder has full right, power, capacity
and authority to enter into this Agreement and to perform his
obligations under this Agreement. This Agreement is legal,
valid and binding upon the Shareholder and is enforceable
against him in accordance with its terms. Neither the
execution and delivery of this Agreement nor the consummation
by the Shareholder of the transactions contemplated herein
violates or will
<PAGE> 2
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 the Shareholder is a party, or by which the
Shareholder or his properties may be bound.
(c) Litigation; Impairment. There are no legal proceedings
pending against or threatened against the Shareholder, which,
if adversely determined, could, in any respect, prevent or
impair the ability of the Shareholder to perform the
obligations of the Shareholder under this Agreement. No
matters (individually or in the aggregate) exist, or (so far
as the Shareholder can foresee) may reasonably be expected to
exist which prevent or impair the ability of the Shareholder
to perform his obligations under this Agreement.
(d) Disclosure. No representation or warranty made by the
Shareholder 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 Shareholder 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 RSH.
4. Representations and Warranties of RSH. RSH represents and
warrants to Shareholder as follows:
(a) Authority. RSH has full right, power, capacity and
authority to enter into this Agreement and to perform the
obligations of RSH under this Agreement. This Agreement is a
legal, valid and binding obligation of RSH and is enforceable
against RSH in accordance with its terms. Neither the
execution and delivery of this Agreement by RSH, nor the
consummation by RSH 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 RSH is a party, or by which
RSH or its properties may be bound.
(b) Litigation; Impairment. There are no legal proceedings
pending against or threatened against RSH, which, if adversely
determined, could, in any respect,
2
<PAGE> 3
prevent or impair the ability of RSH to perform the
obligations of RSH under this Agreement. No matters
(individually or in the aggregate) exist, or (so far as RSH
can foresee) may reasonably be expected to exist which prevent
or impair the ability of RSH to perform its obligation under
this Agreement.
(c) Disclosure. No representation or warranty made by RSH 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 RSH are involved in the
executive management of WSMP, Inc. ("WSMP") and/or RSH and
HERTH.
5. Capacity. The Shareholder acknowledges that he is not an
officer or director of RSH.
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 the
Corporations own 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 HERTH and RSH. RSH 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. RSH
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 HERTH and
RSH. RSH 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 shareholders. RSH further
represents that management of HERTH and RSH 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
3
<PAGE> 4
acquisition debt burdens on HERTH and RSH. Although there are occasional
expressions of intent and interest in, and preliminary discussions in regard to,
the block of WSMP shares held by RSH and HERTH, RSH 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 RSH'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 RSH in conjunction with its principals the
opportunity to further consolidate control of HERTH and RSH in order to
facilitate such disposition of the WSMP shares. The Shareholder hereby
acknowledges and understands that it is the intent of the principal shareholders
of RSH and HERTH to consolidate control of the 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/Hold Harmless. Effective as of Closing, and as an inducement
to RSH to enter into this transaction, and in consideration of the transaction
contemplated herein, and other consideration of legal sufficiency, the receipt
of which is hereby acknowledged, the undersigned Shareholder, for himself, his
heirs and assigns, does release and forever discharge RSH and HERTH, 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 Shareholder,
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 HERTH or RSH from any
rights of contribution, subrogation, or indemnity due to the Shareholder as a
result of being a guarantor of any of the obligations or liabilities of the
Corporations.
The Corporations expressly agree to assume, indemnify and hold harmless
the Shareholder from any liability or obligation of the Corporations of which
the Shareholder is an endorser, co-obligor, or guarantor, and from any liability
or obligation of any nature, known or unknown, growing out of his having been a
shareholder, partner, director, officer, or employee of RSH Management, Inc., WS
Partners, WSMP, Inc. or any affiliate thereof.
8. 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 contest such
disclosure or to apply for an injunction restraining
4
<PAGE> 5
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.
9. 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 August 27, 1997.
(a) Shareholder shall deliver the Shares with stock powers
attached sufficient to transfer title on the books of RSH.
(b) RSH shall deliver the payment due at Closing and referred
to in Section 2.
10. 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 of 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, 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 the parties, and any alleged amendment or
5
<PAGE> 6
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, the parties have caused this Agreement to be duly
executed in accordance with law, all as of the day and year first above written.
6
<PAGE> 7
SHAREHOLDER:
Rita B. Isenhour Glenn A. Hunsucker (SEAL)
- ------------------------- --------------------------
Witness Glenn A. Hunsucker
RSH:
RSH MANAGEMENT, INC.
By: James R. Richardson, Jr.
------------------------
James C. Richardson, Jr.,
President
ATTEST:
James M. Templeton
- -------------------------
Asst. Secretary
(CORPORATE SEAL)
HERTH MANAGEMENT, INC.
By: James C. Richardson, Jr.
------------------------
James C. Richardson, Jr.,
President
ATTEST:
James M. Templeton
- -------------------------
Asst. Secretary
(CORPORATE SEAL)
GUARANTORS:
James C. Richardson, Jr. (SEAL)
-----------------------------
James C. Richardson, Jr.
James M. Templeton (SEAL)
-----------------------------
James M. Templeton
Gregory A. Edgell (SEAL)
-----------------------------
Gregory A. Edgell
Larry D. Hefner (SEAL)
-----------------------------
Larry D. Hefner
David R. Clark (SEAL)
-----------------------------
David R. Clark
7
<PAGE> 1
EXHIBIT 2
STATE OF NORTH CAROLINA REDEMPTION AGREEMENT
COUNTY OF CATAWBA
THIS REDEMPTION AGREEMENT, dated as of September 22, 1997, among Walker
Lyerly, III, a resident of North Carolina (herein "Lyerly") and Walker Lyerly,
IV (herein "Shareholder") and RSH Management, Inc., a North Carolina corporation
(herein "RSH") and HERTH Management, Inc., a North Carolina corporation (herein
"HERTH"). Lyerly and Shareholder are sometimes referred to collectively herein
as "Conveying Parties."
WITNESSETH:
WHEREAS, Shareholder is the owner of Two Hundred Fifty-Eight Thousand
Nine Hundred Sixty-Three (258,963) shares (the "Shares") of common stock of RSH
(having received said shares by way of gift from Lyerly); and
WHEREAS, Shareholder desires to sell and RSH desires to redeem all
shares of stock of RSH owned by Shareholder 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), Shareholder
shall sell, assign, transfer and deliver to RSH, and RSH shall accept and redeem
the Shares.
2. Redemption Price/Terms of Payment. The redemption price for
the Shares shall be Five Hundred Fifteen Thousand and No/100 Dollars
($515,000.00). Payment shall be by delivery at Closing of a promissory note from
RSH in the form attached as Exhibit A and guaranteed by HERTH as the parent of
RSH.
3. Representations and Warranties of Conveying Parties. Conveying
Parties represent and warrant to RSH as follows:
(a) Title to Shares: Shareholder 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. The Conveying Parties have full right, power,
capacity and authority to enter into this Agreement and to
perform their obligations under this Agreement. This Agreement
is legal, valid and binding upon the Conveying Parties and is
enforceable against them in accordance with its terms. Neither
the execution and delivery of this Agreement nor the
consummation by
<PAGE> 2
Conveying Parties 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 either of the Conveying Parties is a
party, or by which either of the Conveying Parties or their
properties may be bound.
(c) Litigation; Impairment. There are no legal proceedings
pending against or threatened against the Conveying Parties,
which, if adversely determined, could, in any respect, prevent
or impair the ability of the Conveying Parties to perform the
obligations of the Conveying Parties under this Agreement. No
matters (individually or in the aggregate) exist, or so far as
the Conveying Parties can foresee may reasonably be expected
to exist which prevent or impair the ability of the Conveying
Parties to perform their obligations under this Agreement.
(d) Disclosure. No representation or warranty made by the
Conveying Parties 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 Conveying Parties do not have any direct
or beneficial interest in WS Partners, a North Carolina
partnership, and to their knowledge, WS Partners was dissolved
and all assets and liabilities thereof collapsed and
transferred into RSH.
4. Representations and Warranties of RSH. RSH represents and
warrants to Shareholder as follows:
(a) Authority. RSH has full right, power, capacity and
authority to enter into this Agreement and to perform the
obligations of RSH under this Agreement. This Agreement is a
legal, valid and binding obligation of RSH and is enforceable
against RSH in accordance with its terms. Neither the
execution and delivery of this Agreement by RSH, nor the
consummation by RSH 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 RSH is a party, or by which
RSH or its properties may be bound.
(b) Litigation; Impairment. There are no legal proceedings
pending against or threatened against RSH,
<PAGE> 3
which, if adversely determined, could, in any respect, prevent
or impair the ability of RSH to perform the obligations of RSH
under this Agreement. No matters (individually or in the
aggregate) exist, or (so far as RSH can foresee) may
reasonably be expected to exist which prevent or impair the
ability of RSH to perform its obligation under this Agreement.
(c) Disclosure. No representation or warranty made by RSH 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 RSH are involved in the
executive management of WSMP, Inc. ("WSMP") and/or RSH and
HERTH. For purposes herein, RSH and HERTH are sometimes
referred to collectively as the "Corporations".
5. Capacity. The Conveying Parties acknowledge that neither of
them is an officer or director of RSH.
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 8,557,698 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 the
Corporations own 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 HERTH and RSH. RSH 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. RSH
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 HERTH and
RSH. RSH 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 shareholders. RSH further
represents that management of HERTH and RSH 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
<PAGE> 4
acquisition debt burdens on HERTH and RSH. Although there are occasional
expressions of intent and interest in, and preliminary discussions in regard to,
the block of WSMP shares held by RSH and HERTH, RSH 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 RSH'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 RSH in conjunction with its principals the
opportunity to further consolidate control of HERTH and RSH in order to
facilitate such disposition of the WSMP shares. The Conveying Parties hereby
acknowledge and understand that it is the intent of the principal shareholders
of RSH and HERTH to consolidate control of the 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/Hold Harmless. Effective as of Closing, and as an
inducement to RSH to enter into this transaction, and in consideration of the
transaction contemplated herein, and other consideration of legal sufficiency,
the receipt of which is hereby acknowledged, the undersigned Conveying Parties,
for themselves, their heirs and assigns, do release and forever discharge RSH
and HERTH, 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 Conveying Parties, their 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
HERTH or RSH from any rights of contribution, subrogation, or indemnity due to
the Conveying Parties as a result of being a guarantor of any of the obligations
or liabilities of the Corporations.
The Corporations expressly agree to assume, indemnify and hold harmless
the Conveying Parties from any liability or obligation of the Corporations of
which either of the Conveying Parties is an endorser, co-obligor, or guarantor.
8. 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
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.
<PAGE> 5
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.
9. Assignment of Options. In consideration of Ten Dollars
($10.00) and other valuable consideration paid by RSH, receipt of which is
hereby acknowledged, and as a material inducement for RSH to enter into this
Agreement, Lyerly does hereby sell, transfer and assign to RSH and HERTH all
right, title and interest in any and all options, if any, of Lyerly to purchase
shares of WSMP, Inc., including but not limited to any option conveyed to Lyerly
by way of a Letter Agreement dated April 1, 1992 between James C. Richardson,
Jr. et al.
10. 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 September 22, 1997.
(a) Shareholder shall deliver the Shares with stock powers
attached sufficient to transfer title on the books of RSH.
(b) RSH shall deliver the payment due at Closing and referred
to in Section 2.
10. 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, inducement, or statement of intention has
been made which
<PAGE> 6
is not expressed in this Agreement. This Agreement may be
amended or changed only by written instrument duly executed by
the parties, 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, the parties have caused this Agreement to be duly
executed in accordance with law, all as of the day and year first above written.
<PAGE> 7
SHAREHOLDER:
Walker Lyerly IV (SEAL)
----------------------------
Walker Lyerly, IV
LYERLY:
Walker Lyerly III (SEAL)
----------------------------
Walker Lyerly, III
RSH:
RSH MANAGEMENT, INC.
By: James C. Richardson, Jr.
----------------------------
James C. Richardson, Jr.,
President
ATTEST:
James M. Templeton
- ---------------------------
Asst. Secretary
(CORPORATE SEAL)
HERTH MANAGEMENT, INC.
By: James C. Richardson, Jr.
----------------------------
James C. Richardson, Jr.,
President
ATTEST:
James M. Templeton
- ---------------------------
Asst. Secretary
(CORPORATE SEAL)
