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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549 ------------
OMB Number:3235-0145
Expires: October 31, 1994
Estimated average burden
hours per response..14.90
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
RSI Holdings, Inc. (the "Company")
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(Name of Issuer)
common stock, $.01 par value ("Common Stock")
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(Title of Class of Securities)
749723 10 2
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(CUSIP Number)
Matthew J. Marron, Jr. 245 East Broad Street, Suite A,
Greenville, SC 29601 864-271-7171
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 8, 1996 (Please see note in response to Item 4)
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(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 [X]. (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.
*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
disclosures provided in a prior cover page.
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 ("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).
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SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 749723 10 2 PAGE 2 OF 15 PAGES
------------------ ----- -----
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<S> <C> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew J. Marron, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
================================================================================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES 40,100
BENEFICIALLY -------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH - 0 -
REPORTING
PERSON -------------------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
40,100
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10 SHARED DISPOSITIVE POWER
- 0 -
================================================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.51%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2 of 15
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ITEM 1. SECURITY AND ISSUER
a. Title of class of equity securities:
Common Stock
b. Name and address of principal executive offices of issuer:
RSI Holdings, Inc.
245 East Broad Street, Suite A
Greenville, SC 29601
ITEM 2. IDENTITY AND BACKGROUND
(Please see note in response to Item 4)
a. Name of filing person:
Matthew J. Marron, Jr.
b. Business address:
245 East Broad Street, Suite A
Greenville, SC 29601
c. Principal occupation and address:
President of CambridgeBanc, Inc., a subsidiary of RSI
Holdings, Inc., engaged in the business of originating and
selling home improvement loans secured by liens on improved
property.
Correspondence relating to this filing should be sent care of
RSI Holdings, Inc. 245 East Broad Street, Suite A Greenville,
SC 29601
d. Criminal Proceeding
During the last five years, Mr. Marron has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
e. Civil Proceeding
During the last five years, Mr. Marron has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a final judgment, final decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
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f. Citizenship:
United States of America
Below is set forth information regarding the other individuals
described in response to Item 4.
a. Joe F. Ogburn
b. 102 West Marion
Shelby, NC 28150
c. Treasurer and Vice President
RSI Holdings, Inc.
102 West Marion
Shelby, NC 28150
a. Charles M. Bolt
b. 3000 N. E. 48th Street
No. 301
Fort Lauderdale, FL 33308
c. Director and Former President of Distribution of RSI
Holdings, Inc.
245 East Broad Street, Suite A
Greenville, SC 29601
a. Charles C. Mickel
b. 245 East Broad Street, Suite A
Greenville, SC 29601
c. Vice President
Micco Corporation (Investments)
Post Office Box 795
Greenville, SC 29602
a. Minor Mickel Shaw
b. Post Office Box 795
Greenville, SC 29602
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c. President, Micco Corporation (Investments)
Post Office Box 795
Greenville, SC 29602
a. Mary W. Murphy
b. 245 East Broad Street, Suite A
Greenville, SC 29601
c. Executive Administrator
RSI Holdings, Inc.
245 East Broad Street, Suite A
Greenville, SC 29601
d. Criminal Proceeding
During the last five years, none of the above individuals has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
e. Civil Proceeding
During the last five years, none of the above individuals has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a final judgment, final decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
f. Citizenship:
Each of the above individuals is a citizen of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Marron spent $8,822 of his personal funds in making the
acquisition.
The other individuals named in response to Item 4 spent the
amounts set forth below:
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<TABLE>
<CAPTION>
Agreement Settlement Number of
--------- ---------- ---------
Date Date Shares Price
--------- ---------- --------- -------
<S> <C> <C> <C> <C>
Joe F. Ogburn 11-11-96 11-14-96 14,500 $ 3,190
Charles M. Bolt 11-11-96 11-14-96 35,350 7,777
Charles C. Mickel 11-11-96 11-14-96 132,500 29,150
Minor Mickel Shaw 11-11-96 11-14-96 132,500 29,150
Mary W. Murphy 11-11-96 11-14-96 2,850 627
</TABLE>
ITEM 4. PURPOSE OF TRANSACTION
On November 8, 1996, Mr. Marron committed to purchase for
personal investment an aggregate of 40,100 shares of common stock of RSI
Holdings, Inc. (the "Company"). He coordinated with Joe F. Ogburn, Charles
Murphy Bolt, Charles C. Mickel, Minor M. Shaw and Mary W. Murphy (each of whom
also made purchases for personal investment as described above) in connection
with this purchase. Because of this coordination, these individuals may be
deemed to constitute a "group" within the meaning of the Securities Exchange
Act of 1934, as amended. The aggregate ownership of common stock of the
Company ("Common Stock") of these individuals is 2,172,027. These individuals
do not believe that they should be treated as a group and are filing this
Schedule 13D purely as a cautionary measure. They believe that, even if a
group were formed as a result of their coordination in connection with the
purchase, the group was disbanded immediately after the purchase. The
individuals have no agreement with each other with respect to the voting,
holding or disposition of the shares of Common Stock owned by them. At this
time, except as set forth below, neither Mr. Marron nor the individuals named
above has any other plan or proposal which relates to or would result in:
a. The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer; except that each of
these individuals, acting independently, may acquire from time to time with
personal funds additional shares of Common Stock to hold as an investment.
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
c. A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
d. Any change in the present board of directors or management of
the issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
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e. Any material change in the present capitalization or dividend
policy of the issuer;
f. Any other material change in the issuer's business (except for
supporting management's announced business plans) or corporate structure;
g. Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
h. Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
i. A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
j. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. Number of shares beneficially owned:
<TABLE>
<CAPTION>
Number of Shares Percentage
---------------- ----------
<S> <C>
40,100 .51%
</TABLE>
b. Number of shares as to which there is:
(i) Sole power to vote or to direct the vote:
40,100
(ii) Shared power to vote or direct the vote:
- 0 -
(iii) Sole power to dispose or to direct the disposition:
40,100
(iv) Shared power to dispose or to direct the disposition:
- 0 -
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Below is set forth information regarding the other individuals
described in response to Item 4.
a. Number of shares beneficially owned: Joe F. Ogburn
<TABLE>
<CAPTION>
Number of Shares Percentage
---------------- ----------
<S> <C>
155,976* 2.0%
</TABLE>
*The above total includes 20,000 shares subject to employee stock
options held by Mr. Ogburn which are presently exercisable.
b. Number of shares as to which there is:
(i) Sole power to vote or to direct the vote:
155,426
(ii) Shared power to vote or direct the vote:
550
(iii) Sole power to dispose or to direct the disposition:
155,426
(iv) Shared power to dispose or to direct the disposition:
550
(v) Parties with whom stock powers are shared:
Mr. Ogburn may be deemed to share the power to vote
and to direct the disposition with respect to an
aggregate of 550 shares of Common Stock held by his
wife, Jessie S. Ogburn. Information with respect to
Mrs. Ogburn is set forth below:
MRS. JESSIE S. OGBURN
Teacher
208 Belvedere Avenue
Shelby, North Carolina 28150
Business Address:
Shelby High School
East Dixon Boulevard
Shelby, North Carolina 28150
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During the last five years, the above individual has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors) and has not been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction resulting in a final judgment,
final decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or
finding any violation with respect to such laws. The
foregoing individual is a United States citizen.
a. Number of shares beneficially owned: Charles M. Bolt
<TABLE>
<CAPTION>
Number of Shares Percentage
---------------- ----------
<S> <C>
284,556* 3.6%
</TABLE>
*The above total includes 20,000 shares subject to employee
stock options held by Mr. Bolt which are presently exercisable.
b. Number of shares as to which there is:
(i) Sole power to vote or to direct the vote:
284,556
(ii) Shared power to vote or direct the vote:
- 0 -
(iii) Sole power to dispose or to direct the disposition:
284,556
(iv) Shared power to dispose or to direct the disposition:
- 0 -
a. Number of shares beneficially owned: Charles C. Mickel
<TABLE>
<CAPTION>
Number of Shares Percentage
---------------- ----------
<S> <C>
857,181* 10.9%
</TABLE>
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*Mr. Mickel owns 812,658 shares of Common Stock of RSI Holdings, Inc.,
directly. Mr. Mickel is an officer and a director of Center, Inc., and Micco
Corporation, a corporation of which he is an officer, director and one quarter
shareholder, owns one-half of the outstanding preferred stock of Center, Inc.
The figure shown above includes 44,523 shares of the Company's common stock
owned by Center, Inc. Mr. Mickel disclaims beneficial ownership of the shares
owned by Center, Inc.
b. Number of shares as to which there is:
(i) Sole power to vote or to direct the vote:
812,658
(ii) Shared power to vote or direct the vote:
44,523
(iii) Sole power to dispose or to direct the disposition:
812,658
(iv) Shared power to dispose or to direct the disposition:
44,523
(v) Parties with whom stock powers are shared:
Mr. Mickel may be deemed to share the power to vote
and to direct the disposition with respect to an
aggregate of 44,523 shares of Common Stock held by
Center, Inc. Information with respect to Center,
Inc. is set forth below:
a. State of organization: South Carolina
b. Principal business: Investments
c. Address of principal business and
office:
Post Office Box 9278
Greenville, SC 29604-9278
The other directors and executive officers of Center,
Inc., are as follows:
C. THOMAS WYCHE (President, Secretary and
Director)
Attorney
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Business Address:
Wyche, Burgess, Freeman & Parham, P.A. (Law
Firm)
Post Office Box 728
Greenville, SC 29602
E. J. HOOPER (Assistant Secretary)
Administrative Assistant
Wyche, Burgess, Freeman & Parham, P.A. (Law
Firm)
Post Office Box 728
Greenville, SC 29602
During the last five years, the above individuals have not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and have not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a final judgment, final
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws. The foregoing individuals are citizens of the
United States.
a. Number of shares beneficially owned: Minor Mickel Shaw
<TABLE>
<CAPTION>
Number of Shares Percentage
---------------- ----------
<S> <C>
822,122* 10.4%
</TABLE>
*Mrs. Shaw owns 802,188 shares of Common Stock of RSI
Holdings, Inc., directly. Each of Mrs. Shaw and her husband is custodian for
three accounts for the benefit of their children under the Uniform Gift to
Minors Act. The figure shown above includes the aggregate of 19,934 shares of
Common Stock held in these accounts. Mrs. Shaw is sole custodian for 2,748 of
the shares of Common Stock held by these accounts. Mrs. Shaw's husband is sole
custodian for 17,186 shares of Common Stock held by these accounts. Mrs. Shaw
disclaims beneficial ownership of the shares of Common Stock for which her
husband is sole custodian.
b. Number of shares as to which there is:
(i) Sole power to vote or to direct the vote:
804,936 (includes 2,748 shares held as custodian)
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(ii) Shared power to vote or direct the vote:
17,186
(iii) Sole power to dispose or to direct the disposition:
804,936 (includes 2,748 shares held as custodian)
(iv) Shared power to dispose or to direct the disposition:
17,186
(v) Parties with whom stock powers are shared:
Mrs. Shaw may be deemed to share the power to vote
and to direct the disposition with respect to an
aggregate of 17,186 shares of Common Stock held by
her husband, Dr. Harold Shaw, as custodian for their
children. Information with respect to Dr. Shaw is
set forth below:
DR. HAROLD SHAW
Ophthalmologist
Jervey Eye Group
Business Address:
Cross Creek Medical Park
20-A Medical Ridge Drive
Greenville, South Carolina 29605
During the last five years, the above individual has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors) and has not been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction resulting in a final judgment,
final decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or
finding any violation with respect to such laws. The
foregoing individual is a United States citizen.
a. Number of shares beneficially owned: Mary W. Murphy
<TABLE>
<CAPTION>
Number of Shares Percentage
---------------- ----------
<S> <C>
12,092* Less than one-quarter percent
</TABLE>
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*The above total includes 5,000 shares subject to employee
stock options held by Ms. Murphy which are presently exercisable.
b. Number of shares as to which there is:
(i) Sole power to vote or to direct the vote:
11,921
(ii) Shared power to vote or direct the vote:
171
(iii) Sole power to dispose or to direct the disposition:
11,921
(iv) Shared power to dispose or to direct the disposition:
171
(v) Parties with whom stock powers are shared:
Ms. Murphy may be deemed to share the power to vote
and to direct the disposition with respect to an
aggregate of 171 shares of Common Stock held by her
husband, Mr. Jerry Murphy. Information with respect
to Mr. Murphy is set forth below:
MR. JERRY MURPHY
Postmaster
201 Wiltshire Court, Easley, SC 29642
Business Address:
Postmaster
United States Post Office
Travelers Rest, SC 29690
During the last five years, the above individual has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors) and has not been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction resulting in a final judgment,
final decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or
finding any violation with respect to such laws. The
foregoing individual is a United States citizen.
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c. Description of transactions in the class of securities
effected during the past sixty days:
Other than the transactions described in response to Item 4,
there have been no transactions within the last 60 days in the shares of RSI
Holdings, Inc., by Matthew J. Marron, Jr. or any of the individuals named in
response to Item 4.
d. Statement regarding right of any other person to receive or
the power to direct the receipt of dividends from, or the proceeds from the
sale of such securities.
Not applicable.
e. Statement regarding the date on which the reporting person
ceased to be the beneficial owner of more than five percent of the class of
securities.
Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
11/20/96 /s/ Matthew J. Marron, Jr.
- ---------------------------- ------------------------------
Date Signature
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Matthew J. Marron,Jr.
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