The Baupost Group, Inc.
P.O. Box 389125
44 Brattle Street, 2nd Floor
Cambridge, Massachusetts 02238-9125
Phone: (617) 497-6680
Fax: (617) 876-0930
Wednesday, February 8, 1995
Securities and Exchange Commission
Securities Filing Department
450 Fifth Street, NW
Washington, DC 20549
Re: RSI Holdings, Inc.
Dear Sir or Madame:
Enclosed for filing under Rule 13d-1 under the Securities
Exchange Act of 1934 is our amended Schedule13G filed on behalf
of a group of RSI Holdings, Inc. stockholders.
Under cover of this letter, copies of this filing are also being
sent (via Federal Express) to RSI Holdings, Inc. and the
principal exchange upon which this security is traded.
Sincerely,
THE BAUPOST GROUP, INC.
By:____Seth A. Klarman______
Name: Seth A. Klarman
Title: President
BAUPOST PARTNERS
By: THE BAUPOST GROUP, INC.,
its managing general partner
By:____Seth A. Klarman_______
Name: Seth A. Klarman
Title: President
SETH A. KLARMAN
By:____Seth A. Klarman____
Name: Seth A. Klarman
Enclosures
cc:
RSI Holdings, Inc.
NASDAQ Stock Exchange
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
RSI Holdings, Inc., 245 East Broad Street, P.O. Box 6847, Suite
A, Greenville, SC 29601
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
749723102
(CUSIP Number)
Check here if a fee is being paid with this statement:______.
(A fee is not required if the filing 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).
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed " for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
*****************************************************************
************************************
CUSIP No. 749723102 13G
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
The Baupost Group, Inc., 04-2752581
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Commonwealth of Massachusetts
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
715,905
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
715,905
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
715,905
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.96%
12. TYPE OF REPORTING PERSON *
IA
*****************************************************************
************************************
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Baupost Partners, 04-2878725
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Commonwealth of Massachusetts
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
705,905
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
705,905
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,905
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.83%
12. TYPE OF REPORTING PERSON *
IA
*****************************************************************
************************************
1. NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Seth A. Klarman, ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
715,905
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
715,905
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
715,905
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.96%
12. TYPE OF REPORTING PERSON *
HC
*****************************************************************
************************************
Item 1 (a) Name of Issuer:
RSI Holdings, Inc.
(b) Address of Issuer's Principal Executive Offices:
245 East Broad Street, P.O. Box 6847, Suite A, Greenville, SC
29601
Item 2 (a) Name of Person Filing:
(1) The Baupost Group, Inc.
(2) Baupost Partners
(3) Seth A. Klarman
2 (b) Address of Principal Business Offices or, if none,
Residence:
(1) The Baupost Group, Inc.
44 Brattle Street, 2nd Floor
Cambridge, Massachusetts 02138
(2) Baupost Partners
44 Brattle Street, 2nd Floor
Cambridge, Massachusetts 02138
(3) Seth A. Klarman
44 Brattle Street, 2nd Floor
Cambridge, Massachusetts 02138
2 (c) Citizenship:
(1) The Commonwealth of Massachusetts
(2) The Commonwealth of Massachusetts
(3) United States of America
2 (d) Title of Class of Securities:
Common Stock, par value $0.01
2 (e) CUSIP Number:
749723102
Item 3 If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19)of
the Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ X ] Investment Advisor registered under Section 203 of
the Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
240.13D-1(b)(1)(ii)(F).
(g) [ X ] Parent Holding Company, in accordance with
240.13D-1(b)(ii)(G) (Note: See Item 7).
(h) [ X ] Group, in accordance with 240.13d-1(b)(1)(ii)(H).
Item 4 Ownership:
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned: (as of December 31, 1994)
(1) By The Baupost Group, Inc: 715,905
(2) By Baupost Partners: 705,905
(3) Seth A. Klarman: 715,905
(4) By the group in the aggregate: 715,905
(b) Percent of Class:
(1) By The Baupost Group, Inc: 8.96%
(2) By Baupost Partners: 8.83%
(3) Seth A. Klarman: 8.96%
(4) By the group in the aggregate: 8.96%
(C) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
- --- 0
(ii) shared power to vote or to direct the vote
(1) By The Baupost Group, Inc.: 715,905
(2) By Baupost Partners: 705,905
(3) Seth A. Klarman: 715,905
(4) By the group in the aggregate: 715,905
(iii) sole power to dispose or to direct the disposition of
--- 0
(iv) shared power to dispose or to direct the disposition of
(1) By The Baupost Group, In 715,905
(2) By Baupost Partners: 705,905
(3) Seth A. Klarman: 715,905
(4) By the group in the aggregate: 715,905
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6 Ownership of More than Five Percent on behalf of
Another Person:
The Baupost Group, Inc. and Baupost Partners are each registered
investment advisers. Seth A. Klarman, as the controlling person
of Baupost Group, Inc., is deemed to have beneficial ownership
under Section 13(d) of the securities beneficially owned by
Baupost Group, Inc. Securities reported on this Schedule 13G
as being beneficially owned by the Baupost Group, Inc. and
Baupost Partners include securities purchased on behalf of
their clients, which include an investment company registered
under the Investment Company Act of 1940 and various limited
partnerships. No persons other than the persons filing this
Schedule 13G have an economic interest in the securities
reported on which relates to more than 5 percent of the class of
securities.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company:
N/A
Item 8 Identification and Classification of members of the
Group:
This schedule has been filed pursuant to Rule
13d-1(b)(1)(ii)(H). Exhibit A hereto sets forth the identity
and Item 3 classification of each member of the group.
Item 9 Notice of Dissolution of Group:
N/A
Item 10 Certification:
By signing below the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
Seth A. Klarman
Signature
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Wednesday, February 8, 1995
Date
THE BAUPOST GROUP, INC.
By:____Seth A. Klarman____
Name: Seth A. Klarman
Title: President
BAUPOST PARTNERS
By: THE BAUPOST GROUP, INC.,
its managing general partner
By:____Seth A. Klarman____
Name: Seth A. Klarman
Title: President
SETH A. KLARMAN
By:____Seth A. Klarman____
Name: Seth A. Klarman
EXHIBIT A
Item 3 Member of Group Classification
(1) The Baupost Group, Inc. IA
(2) Baupost Partners IA
(3) Seth A. Klarman HC
EXHIBIT B
Agreement
The undersigned hereby agree that the Schedule 13G of which this
Exhibit B is a part is filed on behalf of each of the
undersigned.
Wednesday, February 8, 1995
Date
THE BAUPOST GROUP, INC.
By:____Seth A. Klarman____
Name: Seth A. Klarman
Title: President
BAUPOST PARTNERS
By: THE BAUPOST GROUP, INC.,
its managing general partner
By:____Seth A. Klarman____
Name: Seth A. Klarman
Title: President
SETH A. KLARMAN
By:____Seth A. Klarman____
Name: Seth A. Klarman
