<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
RHODES, INC.
(Name of Issuer)
Common Stock Without Par Value
(Title of Class of Securities)
76235P 10 1
(CUSPIP Number)
Mr. Holcombe T. Green, Jr.
3343 Peachtree Road, N.E.
Suite 1420 - East Tower
Atlanta, Georgia 30326 (404) 261-1187
(Name, Address and Telephone Number of Person)
Authorized to Receive Notices and Communications)
March 30, 1994
(Date of Event Which Requires)
Filing of this Statement
Copy to:
E. William Bates, II
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303 (212) 556-2100
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. / /
(A fee is not required only if the reporting person (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on Following Pages)
Page 1 of 7 Pages
No Exhibits are filed with this Statement.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 76235P 10 1 Page 2 of 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HTG. Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a / /
b / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,918,379
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH PERSON 9 SOLE DISPOSITIVE POWER
REPORTING 2,918,379
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,918,379
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT! 2 of 7
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 76235P 10 1 Page 3 of 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WPS Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a / /
b / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,912,679
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,912,679
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,912,679
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.8%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT! 2 of 7
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 76235P 10 1 Page 4 of 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Holcombe T. Green, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,918,379
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,918,379
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,918,379
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT! 2 OF 7
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 5
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES EXCHANGE ACT OF 1934
This statement constitutes Amendment No. 1 to the Statement on Schedule
13D dated March 23, 1994 (the "Schedule 13D") filed by EDGAR by WPS Investors,
L.P. ("WPS Investors"), a Georgia limited partnership, HTG Corp., a Georgia
corporation, and Mr. Holcombe T. Green, Jr. (collectively, the "Reporting
Persons"), relating to their beneficial ownership of the common stock, without
par value ("Common Stock"), of Rhodes, Inc., a Georgia corporation (the
"Issuer"). All terms used herein which are defined in the Schedule 13D shall
have the same respective meanings herein as therein provided, unless otherwise
defined herein.
The Schedule 13D is hereby amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is amended to disclose the following
information:
On March 30, 1994, the offering (the "Offering") described in the
Registration Statement on Form S-3 (File No. 33-52423) (the "Registration
Statement") filed by the Issuer was consummated. Pursuant to the Offering, WPS
Investors and RHD Investors sold 2,000,000 and 240,494 shares of Common Stock,
respectively, to the public through the underwriters named in the Registration
Statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Schedule 13D is amended to disclose the following information:
(a) All aggregate beneficial ownership discussed in this
Item 5 is as of the close of business on March 30, 1994.
(i) Shares held by WPS Investors. WPS Investors
directly owns 2,912,679 shares of Common Stock, or 29.8
percent of the outstanding shares of Common Stock.
(ii) Shares owned by HTG Corp. As a result of the
Offering, HTG Corp. no longer beneficially owns the 240,494
shares of Common Stock directly owned by RHD Investors. HTG
Corp., however, continues to own beneficially the 5,700
shares of Common Stock owned directly by RW Holding, a wholly
owned subsidiary of
Page 5 of 7
<PAGE> 6
GCI, and also beneficially owns the 2,912,679 shares
of Common Stock directly owned by WPS Investors. Accordingly,
HTG Corp. beneficially owns 2,918,379 shares of Common Stock,
or 29.8 percent of the outstanding shares of Common Stock of
the Issuer.
(iii) Shares owned by Holcombe T. Green, Jr. Mr. Green,
by virtue of his status as sole shareholder of HTG Corp.,
beneficially owns all of the shares of Common Stock
identified as being beneficially owned by HTG Corp. in (ii)
above.
Item 5(c) of the Schedule 13D is amended to add (i) the disposition of
2,000,000 shares of Common Stock by WPS Investors, HTG Corp. and Mr. Green and
(ii) the disposition of 240,494 shares by RHD Investors, HTG Corp. and Mr.
Green. Both dispositions took place on March 30, 1994. An amendment to
Schedule C is attached hereto and incorporated herein by this reference.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the 13D is amended to disclose the following information:
Contemporaneously with the Offering, the lien placed on the 4,912,679
shares of Common Stock held by WPS Investors was released by NationsBank of
North Carolina, National Association, as agent for the Current Lenders (the
"Agent") with respect to the 2,000,000 shares of Common Stock sold by WPS
Investors in the Offering. The shares owned by WPS Investors were pledged to
the Agent as security for a term loan made to New Street Acquisition
Corporation by the Current Lenders.
Page 6 of 7 Pages
<PAGE> 7
SCHEDULE C
(Amendment No. 1)
Schedule C is hereby amended to add the following information:
III. MARCH 1994 TRANSACTIONS.
A. Sales by WPS Investors and RHD Investors. In March 1994, Mr.
Green and HTG Corp. effected the following sales transactions through WPS
Investors and RHD Investors which sold shares of Common Stock in the Offering.
The selling entity, the date, the price per share received and the number of
shares sold in each transaction are set forth in the chart below.
<TABLE>
<CAPTION>
Entity Date Price Per share(1) Number of Shares
- ------------- ---- --------------- ----------------
<S> <C> <C> <C>
WPS Investors March 30, 1994 $17.44 2,000,000
RHD Investors March 30, 1994 $17.44 240,494
</TABLE>
- -------------------
(1) The amounts set forth in this column do not reflect the pro rata portion of
the expenses described in Item 14 of the Registration Statement payable
by the selling entities set forth in the first column.
Page 7 of 7 Pages
<PAGE> 8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
WPS INVESTORS, L.P.
By: HTG Corp., General Partner
/s/ Holcombe T. Green, Jr.
--------------------------
Holcombe T. Green, Jr.
President
HTG CORP.
By: /s/ Holcombe T. Green, Jr.
------------------------------
Holcombe T. Green, Jr.
President
/s/ Holcombe T. Green, Jr.
--------------------------
Holcombe T. Green, Jr.
DATED: April 4, 1994
<PAGE> 9
AGREEMENT REQUIRED UNDER RULE 13d-1
April 4,1994
HTG Corp.
3343 Peachtree Road
East Tower, Suite 1420
Atlanta, Georgia 30326
Mr. Holcombe T. Green, Jr.
3343 Peachtree Road
East Tower, Suite 1420
Atlanta, Georgia 30326
RE: Amendment No. 1 to Schedule 13D under the Securities
Exchange Act of 1934 Relating to the Acquisition of
Common Stock of Rhodes, Inc.
----------------------------------------------------
Gentlemmen:
This letter will set forth our mutual understanding and agreement that
the captioned statement is filed on behalf of each person and entity set forth
below and that this letter may be attached as an exhibit to such statement.
Please indicate your acceptance and agreement by executing a counterpart hereof
in the space provided below and returning it to the undersigned.
Very truly yours,
WPS INVESTORS, L.P.
By: HTG Corp., Its General Partner
/s/ Holcombe T. Green, Jr.
--------------------------
Holcombe T. Green, Jr.
President
Accepted and Agreed to
as of the date first above
written:
HTG CORP.
/s/ Holcombe T. Green, Jr.
- --------------------------
Holcombe T. Green, Jr.
President
/s/ Holcombe T. Green, Jr.
- --------------------------
Holcombe T. Green, Jr.
