<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
RHODES, INC.
------------------
(Name of Issuer)
Common Stock Without Par Value
------------------------------
(Title of Class of Securities)
76235P 10 1
-----------
(CUSIP 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)
September 17, 1996
----------------------------
(Date of Event Which Requires
Filing of this Statement)
Copy to:
E. William Bates, II
King & Spalding
120 West 45th Street
New York, New York 10036
(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)
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SCHEDULE 13D
CUSIP NO. 76235P 10 1
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
HTG. CORP.
58-1759388
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
OWNED BY 8. SHARED VOTING POWER
EACH - 0 -
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 2,918,379
10. SHARED DISPOSITIVE POWER
- 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)
31.83%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 76235P 10 1
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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
OWNED BY 8. SHARED VOTING POWER
EACH - 0 -
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 2,912,679
10. SHARED DISPOSITIVE POWER
- 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)
31.77%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 76235P 10 1
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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
GEORGIA
NUMBER OF 7. SOLE VOTING POWER
SHARES 2,920,854
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH - 0 -
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 2,920,854
10. SHARED DISPOSITIVE POWER
- 0 -
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,920,854
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.86%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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. 2 to the Statement on Schedule
13D dated March 23, 1994 (the "SCHEDULE 13D") filed via 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 September 17, 1996, the Issuer announced the signing of a definitive
merger agreement to merge (the "MERGER") the Issuer with a wholly owned
subsidiary of Heilig-Meyers Company ("HM"). Pursuant to the Agreement and Plan
of Merger, dated as of September 17, 1996 (the "MERGER AGREEMENT"), among the
Issuer, HM, and HM Merger Subsidiary, Inc., a wholly owned subsidiary of HM,
among other things, HM Merger Subsidiary, Inc. will merge with and into the
Issuer, the Issuer will be the surviving corporation in the Merger and become
a wholly owned subsidiary of HM, and each shareholder of the Issuer will be
entitled to receive 0.5 shares of HM common stock in exchange for one share of
the Issuer's common stock. In connection with the signing of the Merger
Agreement, WPS Investors, Green Capital Investors, L.P., a partnership also
controlled by HTG Corp. ("GREEN CAPITAL"), and HM entered into a Voting
Agreement, dated as of September 17, 1996 (the "VOTING AGREEMENT"), pursuant to
which such parties agreed to vote their respective shares of the Issuer's
common stock in favor of the Merger.
Item 5. Interest of the Securities of the Issuer.
Item 5 of the Schedule 13D is amended to disclose the following
information:
On September 17, 1996, HTG Corp. Profit Sharing Plan sold 25 shares of
Common Stock (of which Holcombe T. Green, Jr. is the beneficial owner) to HM at
a price per share of $9.50 in cash.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 6 of the Schedule 13D is amended to disclose the following
information:
Pursuant to the Voting Agreement, the parties thereto have agreed
during the term thereof to vote their respective shares of the Issuer's common
stock, in person or by proxy, (i) in favor of
<PAGE> 6
approval of the Merger Agreement at every meeting of the shareholders of the
Company at which such matters are considered and at every adjournment thereof
and (ii) against any Acquisition Proposal, which term is defined in the Merger
Agreement and generally includes any offer or proposal for, or indication of
interest in, a merger or the acquisition of stock or a substantial portion of
the assets of the Issuer (excluding the transactions contemplated by the Merger
Agreement). The voting provisions of the Voting Agreement terminate upon the
earliest to occur of (i) the Effective Time (as defined in the Merger
Agreement); (ii) the date on which the Merger Agreement is terminated in
accordance with its terms; (iii) the date on which the Board of Directors of the
Issuer withdraws or materially modifies or changes its recommendation for the
approval of the Merger Agreement if the Board of Directors of the Issuer after
consultation with its counsel determines that the failure to take such action
could reasonably be deemed a breach of its fiduciary duties to the Issuer's
shareholders under applicable law; and (iv) February 28, 1997.
Pursuant to the Voting Agreement, each of WPS Investors and Green
Capital has agreed that they will not, without the prior written consent of HM,
transfer, sell, assign or convey, or offer to transfer, sell assign or convey
(nor grant any party any option or right to purchase) the shares of Common
Stock owned by them, until the earlier of termination of the Merger Agreement
prior to the Effective Time (as defined in the Merger Agreement) or thirty
(30) days after the date on which HM publishes information as to the financial
results covering at least thirty (30) days of post-Merger combined operations
reflecting combined sales and net income.
The Voting Agreement is attached hereto as Exhibit G and incorporated
herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is amended to add the following exhibit:
Exhibit Description
------- -----------
G Voting Agreement, dated as of September 17,
1996, among WPS Investors, L.P., Green Capital
Investors, L.P., and Heilig-Meyers Company
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
WPS INVESTORS, L.P.
By: HTG Corp., General Partner
By:/s/ Holcombe T. Green, Jr.
-----------------------------
Name: Holcombe T. Green, Jr.
Title: President
HTG CORP.
By:/s/ Holcombe T. Green, Jr.
----------------------------
Name: Holcombe T. Green, Jr.
Title: President
/s/ Holcombe T. Green, Jr.
-------------------------------
Holcombe T. Green, Jr.
DATED: September 20, 1996
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
<S> <C> <C>
A Form of Note between Green Capital and Opti-World Inc.
B The Issuer's Registration Statement on Form S-1 (File No. *
33-60692) (incorporated herein by reference)
C Amended and Restated Agreement of Limited Partnership of Green *
Capital Investors, L.P.
D Agreement of Limited Partnership of RHD Capital and Company, L.P. *
E Agreement of Limited Partnership of Green and Company, L.P. *
F Agreement as to Joint Filing of Schedule 13D *
G Voting Agreement, dated as of September 17, 1996, among WPS
Investors, L.P., Green Capital Investors, L.P., and
Heilig-Meyers Company
</TABLE>
- -----------------------
* Previously filed with Schedule 13D on July 5, 1993.
<PAGE> 9
EXHIBIT G
VOTING AGREEMENT
VOTING AGREEMENT (this "AGREEMENT"), dated as of September 17, 1996, among
WPS Investors, L.P., a Georgia limited partnership ("WPS"), Green Capital
Investors, L.P., a Georgia limited partnership ("GREEN CAPITAL"), and
Heilig-Meyers Company, a Virginia corporation ("PURCHASER"), each a shareholder
of Rhodes, Inc., a Georgia corporation (the "COMPANY"), (WPS, Green Capital and
Purchaser together being referred to herein as the "SHAREHOLDERS").
WHEREAS, concurrently with the execution of this Agreement, the Company,
Purchaser and HM Merger Subsidiary, Inc., a Georgia corporation and a wholly
owned subsidiary of Purchaser ("SUB"), have entered into an Agreement and Plan
of Merger (as the same may be amended from time to time, the "MERGER
AGREEMENT"), providing for the merger (the "MERGER") of Sub with and into the
Company pursuant to the terms and conditions of the Merger Agreement;
WHEREAS, WPS and Green Capital own of record and beneficially 2,912,679
and 5,700 shares, respectively, of common stock, no par value, of the Company
(the "COMMON STOCK"), and Purchaser owns beneficially 25 shares of Common Stock
(together with the shares owed by WPS and Green Capital, the "SHARES", which
term, after the Effective Time, shall refer to the Purchaser Common Stock (as
defined in the Merger Agreement) received in the Merger), and WPS, Green
Capital and Purchaser wish to enter into this Agreement with respect to the
Shares; and
WHEREAS, each of the Shareholders has agreed, upon the terms and subject
to the conditions set forth herein, to vote its Shares at a meeting of the
Company's shareholders in favor of approval of the Merger Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. AGREEMENT TO VOTE SHARES. The Shareholders agree during the term of
this Agreement to vote their respective Shares, in person or by proxy, in favor
of approval of the Merger Agreement at every meeting of the shareholders of the
Company at which such matters are considered and at every adjournment thereof
(each, a "SHAREHOLDERS' MEETING") and against any Acquisition Proposal (as
such term is defined in the Merger Agreement).
2. NO VOTING TRUSTS. Each of the Shareholders agrees that it will not,
nor will such Shareholder permit any entity under such Shareholder's control to,
deposit any of such Shareholder's Shares in a voting trust or subject any of its
Shares to any arrangement with respect to the voting of its Shares inconsistent
with this Agreement.
3. LIMITATION ON DISPOSITIONS.
Without the prior written consent of Purchaser, each of WPS and Green
Capital shall not transfer, sell, assign or convey, or offer or agree to
transfer, sell, assign or convey, any of their Shares
<PAGE> 10
during the term of this Agreement. Without limiting the generality of the
foregoing, each of WPS and Green Capital shall not grant to any party any option
or right to purchase their Shares or any interest therein. Each of WPS and
Green Capital acknowledge and agree that the transfer agent with respect to
their Shares shall be given notice that their Shares are subject to the terms of
this Agreement and such Shares shall not be transferred except in accordance
with the terms of this Agreement. Notwithstanding the foregoing, WPS and Green
Capital each may distribute all or a portion of their Shares to their respective
partners, provided such Shares continue to be subject to the restrictions of
this Agreement and are legended to that effect.
4. SPECIFIC PERFORMANCE. Each party hereto acknowledges that it will be
impossible to measure in money the damage to the other party if a party hereto
fails to comply with the obligations imposed by this Agreement, and that, in
the event of any such failure, the other party will not have an adequate remedy
at law or in damages. Accordingly, each party hereto agrees that injunctive
relief or other equitable remedy, in addition to remedies at law or damages, is
the appropriate remedy for any such failure and will not oppose the granting of
such relief on the basis that the other party has an adequate remedy at law.
Each party hereto agrees that it will not seek, and agrees to waive any
requirement for, the securing or posting of a bond in connection with any other
party's seeking or obtaining such equitable relief.
5. TERM OF AGREEMENT; TERMINATION. Except as set forth in Section 5(b)
hereof and subject to Section 8(f) hereof, the term of this Agreement shall
commence on the date hereof, and such term and this Agreement shall terminate
upon the earliest to occur of (i) the Effective Time; (ii) the date on which
the Merger Agreement is terminated in accordance with its terms; (iii) the date
on which the Board of Directors of the Company withdraws or materially modifies
or changes its recommendation for the approval of the Merger Agreement if the
Board of Directors of the Company after consultation with its counsel determines
that the failure to take such action could reasonably be deemed a breach of its
fiduciary duties to the Company's shareholders under applicable law; and (iv)
February 28, 1997. Upon such termination, no party shall have any further
obligations or liabilities hereunder; provided, however, that such termination
shall not relieve any party from liability for any breach of this Agreement
prior to such termination.
(b) The covenants and obligations set forth in Section 3 of this Agreement
shall expire and be of no further force or effect on the earlier of (i) the
expiration or termination of the Merger Agreement, prior to the Effective Time
(as defined in the Merger Agreement), or (ii) thirty (30) days after the date
on which Purchaser publishes information as to the financial results covering
at least thirty (30) days of post-Merger combined operations reflecting
combined sales and net income.
6. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements,
written or oral, among the parties hereto with respect to the subject matter
hereof and contains the entire agreement among the parties with respect to the
subject matter hereof. This Agreement may not be amended, supplemented or
modified, and no provisions hereof may be modified or waived, except by an
instrument in writing signed by all parties hereto. No waiver of any provisions
hereof by any party shall be deemed a waiver of any other provisions hereof by
any such party, nor shall any such waiver be deemed a continuing waiver of any
provision hereof by such party.
<PAGE> 11
7. NOTICES. All notices, consents, requests, instructions, approvals and
other communications provided for herein shall be in writing and shall be
deemed to have been duly given if mailed, by first class or registered mail,
five (5) business days after deposit in the United States Mail, or if telexed
or telecopied, sent by telegram, or delivered by hand or reputable overnight
courier, when confirmation is received, in each case as follows:
If to WPS:
WPS Investors, L.P.
1420 Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 1420
Atlanta, Georgia 30326
Attention: Holcombe T. Green, Jr.
Telecopy: (404) 266-8677
With a copy to:
King & Spalding
120 West 45th Street
New York, New York 10036
Attention: E. William Bates, II
Telecopy: (212) 556-2222
If to Green Capital:
Green Capital Investors, L.P.
1420 Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 1420
Atlanta, Georgia 30326
Attention: Holcombe T. Green, Jr.
Telecopy: (404) 266-8677
With a copy to:
King & Spalding
120 West 45th Street
New York, New York 10036
Attention: E. William Bates, II
Telecopy: (212) 556-2222
If to Purchaser:
Heilig-Meyers Company
2235 Staples Mill Road
<PAGE> 12
Richmond, Virginia 23230
Attention: Joseph R. Jenkins
Telecopy: (804) 254-1493
With a copy to:
McGuire Woods Battle & Boothe LLP
One James Center
Richmond, Virginia 23219-4030
Attention: David W. Robertson
Telecopy: (804) 775-1061
or to such other persons or addresses as may be designated in writing by the
party to receive such notice. Nothing in this Section 7 shall be deemed to
constitute consent to the manner and address for service of process in
connection with any legal proceeding (including litigation arising out of or in
connection with this Agreement), which service shall be effected as required by
applicable law.
8. MISCELLANEOUS.
(a) Nothing contained in this Agreement shall be construed as creating any
liability on the part of the Shareholders under the Merger Agreement.
(b) This Agreement shall be deemed a contract made under, and for all
purposes shall be construed in accordance with, the laws of the State of
Georgia, without reference to its conflicts of law principles.
(c) If any provision of this Agreement or the application of such
provision to any person or circumstances shall be held invalid or unenforceable
by a court of competent jurisdiction, such provision or application shall be
unenforceable only to the extent of such invalidity or unenforceability, and the
remainder of the provision held invalid or unenforceable and the application of
such provision to persons or circumstances, other than the party as to which it
is held invalid, and the remainder of this Agreement, shall not be affected.
(d) This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
(e) All Section headings herein are for convenience of reference only and
are not part of this Agreement, and no construction or reference shall be
derived therefrom.
(f) The obligations of the Shareholders set forth in this Agreement shall
not be effective or binding upon any Shareholder until after such time as the
Merger Agreement is executed and delivered by the Company, Purchaser and Sub.
<PAGE> 13
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
HEILIG-MEYERS COMPANY
By: /s/ Roy B. Goodman
----------------------------
Name: Roy B. Goodman
Title: Senior Vice President
WPS INVESTORS, L.P.
By: HTG Corp.,
Its General Partner
By: /s/ Holcombe T. Green, Jr.
---------------------------
Name: Holcombe T. Green, Jr.
Title: President
GREEN CAPITAL INVESTORS, L.P.
By: Green and Company, L.P,
Its General Partner
By: HTG Corp.,
Its General Partner
By: /s/ Holcombe T. Green, Jr.
--------------------------
Name: Holcombe T. Green, Jr.
Title: President
<PAGE> 14
AGREEMENT REQUIRED UNDER RULE 13d-1(f)(1)
September 20, 1996
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. 2 to Schedule 13D under the Securities Exchange
Act of 1934 Relating to the
Gentlemen:
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
By: /s/ Holcombe T. Green, Jr.
-----------------------------
Name: Holcombe T. Green, Jr.
Title: President
<PAGE> 15
Accepted and Agreed to
as of the date first above
written:
HTG CORP.
By:/s/ Holcombe T. Green, Jr.
------------------------------
Name: Holcombe T. Green, Jr.
Title: President
/s/ Holcombe T. Green, Jr.
- ---------------------------------
Holcombe T. Green, Jr.
