<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
RSI Holdings, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
RSI HOLDINGS, INC.
245 EAST BROAD STREET, SUITE A
POST OFFICE BOX 6847
GREENVILLE, SOUTH CAROLINA 29606
TELEPHONE (803) 271-7171
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 18, 1996
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of RSI Holdings, Inc. (the
"Company") will be held at 10:00 A.M., local time, on January 18, 1996, at RSI
HOLDINGS, INC., 245 EAST BROAD STREET, SUITE A, GREENVILLE, SOUTH CAROLINA, for
the purpose of considering and acting upon the following:
1. The election of three directors to serve until the next annual meeting
of shareholders or until their successors have been duly elected and
qualified.
2. The ratification of the appointment of Ernst & Young LLP as
independent auditors of the Company for fiscal year 1996.
3. The transaction of such other matters as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on December 18,
1995, as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
C. Thomas Wyche, Secretary
Greenville, South Carolina
December 21, 1995
A FORM OF PROXY IS ENCLOSED. TO ENSURE THAT YOUR SHARES WILL BE VOTED
AT THE ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND SIGN THE ENCLOSED
PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID, ADDRESSED ENVELOPE.
NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. THE GIVING OF
A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN THE EVENT YOU ATTEND THE MEETING.
<PAGE> 3
RSI HOLDINGS, INC.
245 EAST BROAD STREET, SUITE A
POST OFFICE BOX 6847
GREENVILLE, SOUTH CAROLINA 29606
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 18, 1996
This Proxy Statement (the "Proxy Statement") is furnished in
connection with the solicitation of proxies by the Board of Directors of RSI
Holdings, Inc., a North Carolina corporation (the "Company"), to be voted at
the annual meeting of shareholders of the Company (the "Annual Meeting") to be
held at 10:00 A.M., local time, on January 18, 1996, at RSI HOLDINGS, INC., 245
EAST BROAD STREET, SUITE A, GREENVILLE, SOUTH CAROLINA. The approximate date
of mailing this Proxy Statement and the accompanying proxy is December 21,
1995.
Only shareholders of record at the close of business on December 18,
1995, are entitled to notice of and to vote at the Annual Meeting. As of such
date, there were outstanding 7,994,292 shares of common stock, $.01 par value
per share ("Common Stock"), which constitute the only voting securities of the
Company. Each share is entitled to one vote.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by:
(i) delivery to the Secretary of the Company, at or before the Annual Meeting,
of a written notice of revocation bearing a later date than the proxy; (ii)
duly executing a subsequent proxy relating to the same shares and delivering it
to the Secretary of the Company at or before the Annual Meeting; or (iii)
attending the Annual Meeting and giving notice of revocation to the Secretary
of the Company or in open meeting prior to the proxy being voted (although
attendance at the Annual Meeting will not in and of itself constitute a
revocation of a proxy). Any written notice revoking a proxy should be sent to:
RSI Holdings, Inc., 245 East Broad Street, Suite A, Post Office Box 6847,
Greenville, South Carolina 29606, Attention: Investor Relations.
All shares represented by valid proxies received pursuant to the
solicitation and prior to voting at the Annual Meeting and not revoked before
they are exercised will be voted, and, if a choice is specified with respect to
any matter to be acted upon, the shares will be voted in accordance with such
specification. If no contrary instructions are indicated, all shares
represented by a proxy will be voted FOR election to the Board of Directors of
the nominees described herein, FOR ratification of the appointment of Ernst &
Young LLP as the independent auditors for the Company for fiscal year 1996, and
in the discretion of the proxy holders as to all other matters that may
properly come before the Annual Meeting.
The presence, either in person or by proxy, of the holders of a
majority of the outstanding shares of Common Stock of the Company as of
December 18, 1995, is necessary to constitute a quorum at the Annual Meeting.
An automated system administered by the Company's transfer agent tabulates
votes cast in connection with the Annual Meeting. Directors are elected by a
plurality of votes cast at the Annual Meeting. The proposal to approve Ernst &
Young LLP as the Company's independent auditors for the Company's 1996 fiscal
year will be approved if a greater number of votes are cast for the proposal
than are cast against the proposal. Abstentions and broker non-votes, which
are separately tabulated, are included in the determination of the number of
shares present and voting for purposes of determining the presence of a quorum,
but have no effect upon the votes with respect to the other matters to be voted
upon at the meeting.
1
<PAGE> 4
ELECTION OF DIRECTORS
The By-laws of the Company provide that the number of directors to be
elected at any meeting of shareholders shall not be less than three (3) nor
more than ten (10), the exact number to be determined by the Board of
Directors. The Board has determined that three directors shall be elected at
the Annual Meeting. The Common Stock may not be voted cumulatively in the
election of directors.
The following three persons are nominees for election as directors at
the Annual Meeting, to serve until the next annual meeting of shareholders of
the Company or until their successors are duly elected and qualified. Unless
authority to vote at the election of directors is withheld, it is the intention
of the persons named in the enclosed form of proxy to nominate and vote for the
persons named below, all of whom are currently directors of the Company. Each
such person is a citizen of the United States. There are no family
relationships among the directors and the executive officers of the Company.
Management of the Company believes that all of the nominees will be
available and able to serve as directors, but in the event any nominee is not
available or able to serve, the shares represented by the proxies will be voted
for such substitute as shall be designated by the Board of Directors.
The table below sets forth certain information regarding the Company's
nominees for election as directors.
2
<PAGE> 5
NOMINEES FOR ELECTION AS
DIRECTORS OF THE COMPANY
<TABLE>
<CAPTION>
Name, Age and Tenure as
Director Principal Occupation and Background
----------------------- ------------------------------------------------------------------------------
<S> <C>
Buck Mickel (70) Chairman of the Board and Chief Executive Officer of the Company. Mr.
Director since Mickel was elected Chairman of the Board and Chief Executive Officer of
1978(1)(2) the Company in July 1989. Mr. Mickel has served in various executive
positions, including Vice Chairman of the Board of Directors of Fluor
Corporation, which is engaged in the engineering, construction and
minerals businesses, from which position he resigned in March 1987;
Chairman of the Board of Directors of Daniel International Corporation,
a construction company wholly-owned by Fluor Corporation, from which
position he resigned in March 1987; and Chairman of the Board and Chief
Executive Officer of RSI Corporation, Greenville, South Carolina, from
February 1978 until November 1989. Prior to the merger of Delta
Woodside Industries, Inc., a Delaware corporation ("Old Delta
Woodside"), into RSI Corporation (the former parent of the Company), in
November 1989, RSI Corporation owned approximately 40% of the
outstanding shares of common stock of Old Delta Woodside, and was
engaged in the office supply business and the distribution of patio and
entry doors and windows, as well as the outdoor power equipment and turf
care equipment distribution businesses. Mr. Mickel also serves as a
director of Fluor Corporation, Insignia Financial Group, Inc., Monsanto
Company, NationsBank Corporation, The Liberty Corporation, Duke Power
Company, Emergent Group, Inc., and Delta Woodside Industries, Inc., a
South Carolina corporation ("New Delta Woodside").
C.C. Guy (63) Director of the Company. C. C. Guy served as President of the Company
Director since from July 1989 until his retirement in January 1995. Since his
1978(1)(2) retirement, he has served as a consultant to the Company on an as-needed
basis. Mr. Guy was Vice President-Administration of the Company from
1978 to July 1989. Mr. Guy served from October 1979 to November 1989 as
President, Treasurer and a director of RSI Corporation. Mr. Guy served
as Chairman of the Board of Old Delta Woodside, including its
predecessors, from 1984 to November 1989. Old Delta Woodside was
engaged through its wholly-owned subsidiaries primarily in the
manufacture and sale of a variety of textile fabrics and apparel. Mr.
Guy currently serves as a director of New Delta Woodside.
Charles M. Bolt (65) Director of the Company. Charles M. Bolt was President and Chief
Director since Executive Officer of the Company from 1984 to July 1989, when he was
1982(1)(2) elected to President of Distribution, a position that he held until his
retirement in January 1995. Since his retirement, he has served as a
consultant to the Company on an as-needed basis. Mr. Bolt was Vice
President-Marketing of the Company from 1978 to 1984.
</TABLE>
- ----------------------------
(1) Member of Compensation Committee.
(2) Member of Audit Committee.
The Board of Directors of the Company met in person one time during
the fiscal year ended August 31, 1995. The Compensation Committee of the
Company met once during the fiscal year. The Audit Committee of the Company
did not meet separately during the fiscal year but the Board considered Audit
Committee matters in the course of meetings of the Board of Directors. Each
Director attended at least 75% of the meetings of the Board and of any
committee of which he was a member. The Board of the Company does not have a
standing nominating committee.
The Compensation Committee reviews and submits to the Board of
Directors suggested salaries and other compensation for officers of the Company
and its subsidiaries for the ensuing year.
The Audit Committee generally makes recommendations to the Board
regarding the selection of the independent public accountants, reviews the
independence of such accountants, approves the scope of the annual audit,
approves the rendering of any material non-audit services by the in-
3
<PAGE> 6
dependent accountants, approves the fee payable to the independent accountants,
and reviews the audit results.
STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth certain information as of December 18,
1995, regarding the beneficial ownership of the Common Stock by: (i) persons
beneficially owning more than five percent of the Common Stock; (ii) the
directors and executive officers of the Company; and (iii) all directors and
executive officers of the Company, as a group. Unless otherwise indicated in
the notes to the table, the Company believes that the persons named in the
table have sole voting and investment power with respect to all the shares of
Common Stock shown as beneficially owned by them.
<TABLE>
<CAPTION>
Shares
Name and Address of Beneficially Percentage
Beneficial Owner Owned (13)
-----------------------------------------------------------------------
<S> <C> <C>
Buck Mickel 475,160 (1) 5.9
415 Crescent Avenue
Greenville, SC 29605
Buck A. Mickel 1,164,196 (2) 14.6
245 East Broad St., Suite A
P. O. Box 6847
Greenville, SC 29606
C.C. Guy 152,891 (3) 1.9
918 Elizabeth Road
Shelby, NC 28150
Charles M. Bolt 249,206 (4) 3.1
1316 Vista Drive
Shelby, NC 28150
C. Thomas Wyche 336,890 (5) 4.2
Post Office Box 728
Greenville, SC 29602
Minor H. Mickel 475,160 (6) 5.9
415 Crescent Avenue
Greenville, SC 29605
Charles C. Mickel 724,681 (7) 9.1
245 East Broad St., Suite A
P. O. Box 6847
Greenville, SC 29606
Minor Mickel Shaw 689,622 (8) 8.6
P. O. Box 795
Greenville, SC 29602
Baupost Group 715,905 (9) 9.0
44 Brattle Street, 2nd
Floor
Cambridge, MA 02138
Mr. William R. Kimball 746,853 (10) 9.3
12 Eucalyptus Road
Belvedere, CA 94920
Joe F. Ogburn 141,476 (11) 1.8
208 Belvedere Avenue
Shelby, NC 28150
All Directors and Executive 1,355,623 (12) 17.0
Officers of the Company as
a Group (5 persons)
</TABLE>
- ---------------------------------
(1) Mr. Buck Mickel is Chairman of the Board of Directors and Chief
Executive Officer of the Company. Minor H. Mickel is the wife of Buck Mickel.
Minor H. Mickel and Buck Mickel are the parents of Buck A. Mickel, Minor Mickel
Shaw and Charles C. Mickel. Buck Mickel disclaims beneficial ownership of all
shares owned by his wife. Minor H. Mickel dis-
4
<PAGE> 7
claims beneficial ownership of all shares owned by her husband. The number of
shares shown as beneficially owned by Buck Mickel includes 10,000 shares
directly owned by him and 465,160 shares directly owned by Minor H. Mickel.
(2) Mr. Buck A. Mickel is a former Vice President and former director of
the Company. He currently serves as President of the Company's subsidiary,
Wiegmann & Rose International Corp. ("Wiegmann & Rose"). The number of shares
shown as beneficially owned by Buck A. Mickel includes 1,144,196 shares
directly owned by him and includes 20,000 unissued shares subject to employee
stock options held by Mr. Mickel which are currently exercisable.
(3) Mr. Guy is a director and former President of the Company. The number
of shares shown as beneficially owned by C. C. Guy includes 78,923 shares
directly owned by him and 20,000 unissued shares subject to employee stock
options held by Mr. Guy which are currently exercisable. The number of shares
shown also includes 53,968 shares of the Company's Common Stock held by Mr.
Guy's wife, as to which shares Mr. Guy disclaims beneficial ownership.
(4) Mr. Bolt is a director and former President of Distribution of the
Company. The number of shares shown as beneficially owned by Charles Bolt
includes 229,206 shares directly owned by him and 20,000 unissued shares
subject to employee stock options held by Mr. Bolt which are currently
exercisable.
(5) Mr. Wyche is Secretary of the Company. The number of shares shown as
beneficially owned by C. T. Wyche includes 204,292 shares directly owned by
him, 44,523 shares owned of record by Center, Inc., of which C. T. Wyche owns
all of the outstanding common stock and is an officer and director, and 88,075
shares owned by the profit sharing plan of Wyche, Burgess, Freeman & Parham,
P.A. (the "WBFP Plan"), of which C. T. Wyche is a trustee and participant. Of
the shares owned by the WBFP Plan, the number of shares allocated to C. T.
Wyche's account varies from year to year, depending on C. T. Wyche's respective
interest in the WBFP Plan. C. T. Wyche disclaims beneficial ownership of the
shares that are not allocated to his account. The figure shown does not
include 90,233 shares owned by The Prosperity Company, a family partnership in
which C. T. Wyche's wife and three adult children are partners. C. T. Wyche
disclaims beneficial ownership of all of the shares owned by The Prosperity
Company.
(6) The number of shares shown as beneficially owned by Minor H. Mickel
includes 465,160 shares directly owned by her and 10,000 shares directly owned
by Buck Mickel. Minor Mickel disclaims beneficial ownership of the shares of
stock owned by Buck Mickel.
(7) The number of shares shown as beneficially owned by Charles C. Mickel
includes 680,158 shares directly owned by him, and all of the 44,523 shares
beneficially owned by Center, Inc. of which Mr. Mickel is an officer and
director. Charles Mickel disclaims beneficial ownership of the shares owned by
Center, Inc.
(8) The number of shares shown as beneficially owned by Minor Mickel Shaw
includes 669,688 shares directly owned by her, 2,748 shares owned by her as
custodian for her children, and 17,186 shares owned by her husband as custodian
for their children. Mrs. Shaw disclaims beneficial ownership of all shares
beneficially owned by her husband.
(9) Information regarding beneficial ownership of the Baupost Group is
based on information provided by it as of August 31,1995. These shares are
held by a group of investors including The Baupost Group, Inc., a Massachusetts
corporation, Baupost Partners, a Massachusetts general partnership, and Seth A.
Klarman. The Baupost Group, Inc., and Baupost Partners are each registered
investment advisers. Seth A. Klarman, as the controlling person of The Baupost
Group, Inc., is deemed to have beneficial ownership with respect to the shares
shown in the table. Shares shown in the table include shares purchased on
behalf of clients of The Baupost Group, Inc. and Baupost Partners.
(10) The number of shares shown as beneficially owned by Mr. Kimball
excludes 34,375 shares held by William Kimball's wife, as to which shares
William Kimball disclaims beneficial ownership.
(11) Mr. Ogburn is the Treasurer and Vice President of the Company. The
number of shares shown as beneficially owned by Mr. Ogburn includes 120,926
shares directly owned by him and 20,000 unissued shares subject to employee
stock options held by Joe Ogburn which are currently exercisable. Such number
also includes 550 shares held by Joe Ogburn's wife, as to which shares Joe
Ogburn disclaims beneficial ownership.
(12) This number includes all shares included in the table above with
respect to any director or executive officer and excludes the shares described
in Note (5) above as being excluded from the table.
(13) Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act
of 1934, as amended, percentages of total outstanding shares have been computed
on the assumption that shares of Common Stock that can be acquired within 60
days upon the exercise of options by a given person are outstanding, but no
other shares similarly subject to acquisition by other persons are outstanding.
EXECUTIVE OFFICERS
The following provides certain information regarding the executive
officers of the Company:
<TABLE>
<CAPTION>
Name and Age Position
------------------------------------------------------------------------
<S> <C>
Buck Mickel (70) Chairman of the Board and
Chief Executive Officer (1)
C. Thomas Wyche (69) Secretary (2)
Joe F. Ogburn (57) Treasurer and Vice President (3)
</TABLE>
- -----------------------------------
(1) See information under "Election of Directors".
5
<PAGE> 8
(2) C. Thomas Wyche is a senior member of the law firm of Wyche, Burgess,
Freeman & Parham, P. A., with which firm he has practiced for the last four
decades. From 1979 to November 1989, Mr. Wyche was the Secretary and a
director of RSI Corporation. Wyche, Burgess, Freeman & Parham, P.A. serves as
general counsel to the Company. Mr. Wyche served as a director of the Company
or RSI Corporation from 1978 until January 1993.
(3) Joe F. Ogburn has served as Treasurer of the Company since September
1988 and as Vice President of the Company since May 1995. Mr. Ogburn served as
Controller of the Company from 1981 to September 1988. Mr. Ogburn served as a
director of the Company from September 1987 to July 1989.
The Company's executive officers are appointed by the Board of
Directors and serve at the pleasure of the Board.
MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding
compensation paid by the Company during the last three fiscal years of the
Company for the Company's Chief Executive Officer and the one former executive
officer whose cash compensation equaled or exceeded $100,000 in any such year
(collectively the "Named Executive Officers"), showing all capacities in which
such executive officers served during that period.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Awards
---------------------------------- --------------------
Securities
Name and Other Annual Underlying All Other
Principle Fiscal Salary Bonus Compensation Options Compensation
Position Year ($)(a) ($) ($)(c) (#)(e) ($)(f)
-------- ---- ------ --- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Buck Mickel, 1995 2,400 -0- -- -- --
Chairman of 1994 2,655 -0- 228 -- 53
the Board and 1993 2,255 -0- 228 -- 45
Chief
Executive
Officer
Charles M. 1995 33,333(b) -0- -- -- 66,667
Bolt, Director 1994 102,161 -0- 228 -- 2,043
and former 1993 102,161 -0- 4,099(d) -- 2,043
President of
Distribution
</TABLE>
- -------------------------------
(a) The amounts shown in the column "Salary" include sums the receipt of
which have been deferred by the Named Executive Officer pursuant to
the Company's 401(k) plan.
(b) In addition, Mr. Bolt received an aggregate of $66,667 during the 1995
fiscal year in connection with his retirement from the Company. See
note (f).
(c) Except as noted otherwise, the amounts shown in this column were paid
for the benefit of the Named Executive Officers for travel accident
insurance which the Company has purchased for the benefit of its
employees (excluding those at Florida locations), executive officers
and directors. The policy provides coverage to each executive officer
and director of
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<PAGE> 9
up to $500,000 for accidental death or dismemberment and a permanent
total disability benefit, subject to certain conditions and
limitations set forth in the policy. In addition, during 1994 and
1993 the Company paid for various club memberships for the use of
certain of its executive officers and during the years shown furnished
cars for the use of certain of its executive officers, including Mr.
Bolt. Such club memberships and vehicles have been used for personal
reasons on occasion. The Company has made reasonable inquiry and has
concluded that the aggregate amounts of such or other personal
benefits do not exceed 10% of the annual salary and bonus paid to any
Named Executive Officer in such years, and has concluded that the
information set forth in the table is not rendered materially
misleading by virtue of the omission of the value of such personal
benefits.
(d) This amount includes $3,871 to pay state and federal taxes associated
with the vesting of incentive stock awards to Mr. Bolt under the
Company's Incentive Stock Award Plan and was approximately sufficient,
after the payment of all applicable income taxes on such amount, to
pay Mr. Bolt's federal and state income taxes attributable to the
vesting of the award.
(e) No grants of options were made during any of the fiscal years shown.
(f) These amounts were accrued by the Company in connection with the
Company's 401(k) plan to match 50% of the salary deferral credited to
the Named Executive Officer's account during fiscal years 1994 and
1993. In addition, as described in the subsection entitled "Retirement
Contracts", Mr. Bolt has a retirement arrangement with the Company.
During fiscal 1995 approximately $66,667 was paid pursuant to such
retirement arrangement with Mr. Bolt.
The Company currently pays no directors' fees.
Most of the Company's employees, as well as its executive officers,
are eligible to participate in the Company's medical and health benefit plan.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth certain information respecting option
exercises by the Named Executive Officers during the last fiscal year and
option values held by the Named Executive Officers at the end of the 1995
fiscal year. No options were granted during fiscal 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Options at 1995 FY-End at 1995 FY-End ($)
----------------------------- ------------------------------------------
Shares Value
Acquired on Realized
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- -------- --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Buck Mickel -0- -0- -0- -0- -0- -0-
Charles M. Bolt -0- -0- 20,000(1) -0- -0-(2) -0-
</TABLE>
- ----------------------------------
(1) At the end of the 1995 fiscal year, Mr. Bolt held exercisable options
with respect to an aggregate of 20,000 shares of Common Stock at an
exercise price of $.125 per share, exercisable immediately.
(2) Because the market value of the Company's Common Stock at the end of
the Company's 1995 fiscal year (a bid and last trading price of $.08)
was less than the $.125 exercise price of options granted under the
Company's Stock Option Plan, the options had a value of $0 at the end
of the Company's 1995 fiscal year.
7
<PAGE> 10
RETIREMENT CONTRACTS
Messrs. C. C. Guy and Charles M. Bolt retired as officers of the
Company on January 17, 1995. In connection with Mr. Bolt's retirement, the
Board of Directors of the Company originally agreed to continue Mr. Bolt's
salary (in the annual amount of $100,000) for a period of one year following
his retirement, during which time he would serve as a consultant to the Company
on an as-needed basis. In November 1995 the Company recognized that it would
continue to need Mr. Bolt's services and agreed to pay Mr. Bolt $1,000 per
month for consulting services after January 1996. In connection with Mr. Guy's
retirement, the Company originally agreed to continue Mr. Guy's salary for a
period of six months following his retirement at $4,000 per month, during which
time he would serve as a consultant to the Company on an as-needed basis. In
July 1995, the Company continued to need Mr. Guy's consulting services and
agreed to continue paying him $100 a month for such services. This amount was
increased to $200 a month in November 1995. The Board determined that this
salary continuation was appropriate in light of these officers' long record of
service to the Company and anticipated value as consultants to the Company. In
addition, Mr. Buck A. Mickel resigned as Vice President of the Company on
January 17, 1995. The Board had originally agreed to continue to pay Mr. Buck
A. Mickel's salary following his resignation as Vice President of the Company
at $2,500 per month through June 30, 1995, during which time he would serve as
a consultant to the Company on an as-needed basis. Because of the continuing
need to oversee the management of the legal contingencies of Wiegmann & Rose,
however, Mr. Mickel has continued to serve as President of the Company's
subsidiary Wiegmann & Rose at a salary of $2,500 per month in lieu of the
consulting pay.
RELATED PARTY TRANSACTIONS
Certain information concerning related party transactions respecting
the members of the Compensation Committee, members of their families, and other
executive officers, directors and owners of 5% or more of the outstanding
Common Stock of the Company (a 5% or More Owner") is set forth below.
SALARY AND OTHER COMPENSATION ARRANGEMENTS
As described herein under the subheading "Election of
Directors"--"Management Compensation"--"Retirement Contracts", the Company has
paid consulting fees to Messrs. C.C. Guy, Charles M. Bolt and Buck A. Mickel.
QUALITY MARINE TRANSACTION
On August 1, 1993, Carolina Associates, Inc., d/b/a Quality Marine
Distributors, sold substantially all of its assets to the Company for an
aggregate consideration of $148,000. The purchase price was determined by
negotiations between the Company and Carolina Associates, Inc. based upon the
depreciated book value of the acquired assets, with no additional consideration
for any good-will or other going concern value. The Chairman of the Board and
50% shareholder of Carolina Associates, Inc. was Charles M. Bolt (former
President of Distribution and a director of the Company). Mr. Ogburn,
Treasurer and Vice President of the Company, was Treasurer of Carolina
Associates, Inc. The shareholders of Carolina Associates, Inc. included Minor
Mickel Shaw, Charles C. Mickel, Buck A. Mickel (each of whom had an 8.33%
ownership interest in Carolina Associates, Inc.), Charles M. Bolt, Jr., the son
of Charles M. Bolt (who had a 15% ownership interest in Carolina Associates,
Inc.) and Joe F. Ogburn (who had a 10% ownership interest in Carolina
Associates, Inc.). The assets were acquired by Carolina Associates, Inc. more
than two years prior to their sale to the Company. The Company believes that
the purchase was on terms at least as favorable as
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could have been obtained from an unrelated third party. Each of Mr. Charles C.
Mickel, Mr. Buck A. Mickel, and Mrs. Shaw is a 5% or More Owner, and Buck A.
Mickel is President of Wiegmann & Rose and a former Vice President and former
director of the Company.
RSI HOLDINGS OF FLORIDA, INC.
Prior to June 1994, RSI Holdings of Florida, Inc., a wholly-owned
subsidiary of the Company ("RSI Florida"), leased a 15,000 square foot building
formerly utilized as a distribution center, office and retail store facility in
Sarasota, Florida, for $6,250 per month under a lease which expired in August
1994. This property was owned by a partnership, the general partners of which
were C. C. Guy, Charles M. Bolt and David L. DeBra, former President of RSI
Florida. Limited partners included William R. Kimball, former director of the
Company, Mr. Kimball's wife, Buck A. Mickel, Joe F. Ogburn and The Prosperity
Company, a partnership including C. Thomas Wyche's wife and three adult
children. The Company believes that the terms of this lease were at least as
favorable as could be obtained from an unaffiliated lessor. During August
1992, RSI Florida vacated this building and sublet the property beginning
January 1, 1993, for six months at $4,750 per month, with an increase to $6,250
per month thereafter through the expiration of the lease. During June 1994 the
partnership sold the building to the third party sublessee and the Company was
released from any further liability under its lease.
COMPANY INDEBTEDNESS TO DIRECTORS AND OFFICERS
During January 1995, the Company repaid to certain related parties
indebtedness consisting of aggregate principal of $314,000 and interest of
$30,000. An aggregate of $100,000 of principal and $10,000 in interest arose
from loans by William R. Kimball. The principal amounts of these notes were
due January 1996. The Company had used the proceeds of these loans for working
capital. Mr. Kimball is a former director of the Company and a 5% or More
Owner. An aggregate of $214,000 of the repaid indebtedness, originally
consisting of $150,000 in subordinated debt, and $70,000 in unsubordinated debt
(offset by $6,000 as described below), each bearing interest at 7% annually,
had been loaned to the Company by Mr. Buck Mickel. The principal amounts of
these notes were due during January 1996. The proceeds from the loans were
used for working capital. Mr. Buck Mickel serves as Chairman of the Board and
Chief Executive Officer of the Company. Mr. Mickel had given the related notes
to family members and educational institutions as follows: $50,000 in
subordinated notes was given to each of Mr. Mickel's three children: Buck A.
Mickel, President of Wiegmann & Rose, former Vice President, former director of
the Company, and a 5% or More Owner, Charles C. Mickel, a 5% or More Owner, and
Minor Mickel Shaw, a 5% or More Owner; $10,000 in unsubordinated notes was
given to each of Central Wesleyan College, Clemson University, and Mr. Mickel's
three children; and $20,000 in unsubordinated notes was given to Furman
University. The $10,000 in unsubordinated notes payable to Buck A. Mickel was
reduced to approximately $4,000 during June 1994. The reduction of $6,000 was
the result of an offset against a note from Mr. Buck A. Mickel to the Company
arising from the sale by the Company to him of a membership in a golf course at
its estimated fair market value. These notes were canceled upon the repayment
in full in January 1995.
GUARANTEES BY DIRECTORS AND OFFICERS
During the 1993 fiscal year, Micco Corporation guaranteed a $500,000
credit facility with a bank. Micco Corporation is owned by, and its directors,
principal officers and shareholders are, Buck A. Mickel (President of Wiegmann
& Rose, former Vice President and former director of the Company and a 5% or
More Owner), Minor H. Mickel (a former director and 5% or More Owner), Minor
Mickel Shaw (a 5% or More Owner) and Charles C. Mickel (a 5% or More Owner).
Minor H. Mickel is the wife of Buck Mickel, and Buck A. Mickel, Charles C.
Mickel and Minor Mickel Shaw are the adult children of Minor and Buck Mickel.
Micco Corporation was paid a fee of $2,500 (1/2% of the credit facility amount)
during each of fiscal 1993 and 1994 for this guaranty. All amounts due under
this credit facility were paid during October 1994 and this credit facility was
replaced by a $500,000 unsecured line of credit with the same bank. This
credit facility is
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guaranteed by Mr. Buck Mickel and is scheduled to expire December 31, 1995.
This credit facility was not used during fiscal 1995.
In addition, during the 1993 fiscal year, Mr. Buck Mickel personally
guaranteed payment to a bank of term debt with the outstanding balance of
$750,000. This loan was used for working capital. This note was paid during
October 1994.
CORPORATE OFFICE LEASE
The Company leases approximately 1,545 square feet of floor space at
245 East Broad Street, Greenville, South Carolina, for its principal executive
offices under a month-to-month lease arrangement with Micco Corporation at a
monthly rental of $354 per month. This amount was reduced from $1,180 per
month to $590 per month in January 1993, and from $590 per month to $354 per
month in September 1993. The Company believes that the terms of such lease
have been, since inception, at least as favorable as could be obtained from a
third party.
LEGAL FEES
The law firm of Wyche, Burgess, Freeman & Parham, P.A. serves as
general counsel to the Company. C. Thomas Wyche, the Secretary of the Company,
is a senior member of such law firm. Fees paid to such law firm by the
Company were less than one percent of the law firm's gross revenues during the
firm's last fiscal year. The Company believes that the terms of its
relationship with the law firm are at least as favorable as could be obtained
from a third party.
RATIFICATION OF ELECTION OF ACCOUNTANTS
The Board of Directors recommends the ratification of the appointment
of Ernst & Young LLP, independent certified public accountants, as auditors for
the Company and its subsidiaries for fiscal 1996 and to audit and report to the
shareholders upon the financial statements as of and for the period ending
August 31, 1996. Based upon the recommendation of the Company's audit
committee, the Board has appointed the accounting firm of Ernst & Young LLP as
the Company's independent auditors for the Company's 1996 fiscal year.
Representatives of Ernst & Young LLP will be present at the Annual Meeting, and
such representatives will have the opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions which
the shareholders may have. Neither Ernst & Young LLP nor any of its members
has any relationship with the Company except in the firm's capacity as such
auditors and as the Company's tax advisor.
The appointment of auditors is approved annually by the Board of
Directors and subsequently submitted to the shareholders for ratification.
SOLICITATION OF PROXIES
The Company will pay the cost of soliciting proxies in the
accompanying form. In addition to solicitation by mail, proxies may be
solicited by directors, officers and other employees of the Company by
telephone, telegram or personal interview for no additional compensation.
Arrangements will be made with brokerage houses and other custodians, nominees
and fiduciaries to forward solicitation materials to beneficial owners of the
stock held of record by such persons, and the Company will reimburse such
persons for reasonable out-of-pocket expenses incurred by them in so doing.
The Company has engaged American Stock Transfer & Trust Company, its transfer
agent, to assist in these contacts with brokerage houses, custodians, nominees
and fiduciaries in exchange for reimbursement of reasonable out-of-pocket
expenses.
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PROPOSALS OF SHAREHOLDERS
Any shareholder of the Company who desires to present a proposal at
the Annual Meeting of Shareholders to be held after the end of fiscal 1996 for
inclusion in the proxy statement and form of proxy relating to that meeting
must submit such proposal to the Company at its principal executive offices on
or before September 13, 1996.
OTHER INFORMATION
THE COMPANY'S ANNUAL REPORT IS INCLUDED IN THIS PROXY STATEMENT. THE
COMPANY WILL PROVIDE WITHOUT CHARGE TO ANY SHAREHOLDER OF RECORD AS OF DECEMBER
18, 1995, AND TO EACH PERSON TO WHOM THIS PROXY STATEMENT IS DELIVERED IN
CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS, UPON WRITTEN OR ORAL
REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S FISCAL 1995 ANNUAL REPORT ON
FORM 10-KSB, INCLUDING FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
BUT EXCLUDING EXHIBITS, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
UPON PAYMENT OF THE REASONABLE COPYING COST THEREOF, THE COMPANY WILL MAKE
AVAILABLE THE EXHIBITS TO THE COMPANY'S FISCAL 1995 ANNUAL REPORT ON FORM
10-KSB. ANY SUCH REQUEST SHOULD BE DIRECTED TO RSI HOLDINGS, INC., 245 EAST
BROAD STREET, SUITE A, POST OFFICE BOX 6847, GREENVILLE, SOUTH CAROLINA 29606,
ATTENTION: INVESTOR RELATIONS.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors was not
aware that any business not described above would be presented for
consideration at the Annual Meeting. If any other business properly comes
before the meeting, it is intended that the shares represented by proxies will
be voted with respect thereto in accordance with the judgment of the person
voting them.
The above Notice and Proxy Statement are sent by order of the Board of
Directors.
C. Thomas Wyche, Secretary
Greenville, South Carolina
December 21, 1995
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APPENDIX A
PROXY
RSI HOLDINGS, INC.
ANNUAL MEETING, JANUARY 18, 1996
The undersigned shareholder of RSI Holdings, Inc., a North Carolina
corporation, hereby constitutes and appoints Buck Mickel, C. C. Guy and C.
Thomas Wyche, and each of them, attorneys and proxies on behalf of the
undersigned to act and vote at the Annual Meeting of Shareholders, to be held
at the offices of RSI Holdings, Inc., 245 E. Broad Street, Suite A, Greenville,
South Carolina, on January 18, 1996 at 10:00 A.M., and any adjournment or
adjournments thereof, and the undersigned instructs said attorneys to vote:
PLEASE SIGN ON REVERSE SIDE AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE
<PAGE> 15
<TABLE>
<S> <C>
[x] Please mark your votes as in this example
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees
Nominee(s): Buck Mickel, C. C. Guy and Charles M. Bolt
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED
BELOW).
- -----------------------------------------------------------------------------------------------------------------------
2. Proposal to ratify selection of Ernst & Young LLP as the independent public accountants of RSI
Holdings, Inc. for its 1996 Fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. At their discretion upon such other matters as may properly come before the meeting and any
postponement or adjournment thereof.
A majority of said attorneys and proxies who shall be present and acting as such at the meeting or
any adjournment or adjournments thereof (or, if only one such attorney and proxy is present and acting, then that one)
shall have and may exercise all the powers hereby conferred.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF RSI HOLDINGS, INC. IF NOT OTHERWISE
SPECIFIED, THIS PROXY WILL BE VOTED FOR APPROVAL OF PROPOSALS 1 AND 2, and Proxy holders will vote, in their discretion,
upon such other business as may properly come before the meeting or any postponement or adjournment thereof.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders dated
December 21, 1995 and the Proxy Statement furnished herewith.
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
SIGNATURE
--------------------- ----------------- ------------------------------------------- ------------------
DATED SIGNATURE IF JOINTLY OWNED DATED
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title as such.
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