SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant (X)
Filed by a party other than the registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement.
( X ) Definitive Proxy Statement.
( ) Definitive Additional Materials.
( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
( ) Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
RSI Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (check the appropriate box):
(X) No fee required.
( ) Fee computed per Exchange Act Rules 14a-6(i)(1) and 0-11.
( ) 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.
Release Date: The registrant began mailing definitive copies of the proxy
statement, form of proxy, and other solicitation materials to shareholders on
December 12, 2000.
<PAGE>
RSI HOLDINGS, INC.
28 EAST COURT STREET
POST OFFICE BOX 6847
GREENVILLE, SOUTH CAROLINA 29606
TELEPHONE (864) 271-7171
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 18, 2001
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, 2001, at RSI Holdings,
Inc., 28 East Court Street, 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 Elliott, Davis & Company, L.L.P. as
independent auditors of the Company for fiscal year 2001; and
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 November 27, 2000
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 12, 2000
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>
RSI HOLDINGS, INC.
28 EAST COURT STREET
POST OFFICE BOX 6847
GREENVILLE, SOUTH CAROLINA 29606
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS JANUARY 18, 2001
This Proxy Statement (the "Proxy Statement") is furnished in connection
with the solicitation of proxies by the Board of Directors (the "Board") 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, 2001, at RSI HOLDINGS, INC., 28 EAST
COURT STREET, GREENVILLE, SOUTH CAROLINA. The approximate date of mailing this
Proxy Statement and the accompanying proxy is December 12, 2000.
Only shareholders of record at the close of business on November 27, 2000
are entitled to notice of and to vote at the Annual Meeting. As of such date,
there were outstanding approximately 13,464,821 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 vote (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., 28 East Court Street, 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 Elliott, Davis &
Company, L.L.P. as the independent auditors for the Company for fiscal year
2001, and in the discretion of the proxy holders as to all other matters that
may properly come before the Annual Meeting or any adjournment thereof.
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 November 27, 2000,
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 ratify the appointment of Elliott, Davis &
Company, L.L.P. as the Company's independent auditors for the Company's 2001
fiscal year will be approved if a greater number of votes is cast for the
proposal than is 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. Abstentions and broker nonvotes have no effect upon the votes with
respect to the matters to be voted upon at the meeting.
1
<PAGE>
ELECTION OF DIRECTORS
The Bylaws 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 three persons listed below 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 vote for the persons named
below. 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(s) is not
available or able to serve, the shares represented by the proxies will be voted
for such substitute(s) 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.
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION AS
DIRECTORS OF THE COMPANY
Name, Age and Tenure as
Director Principal Occupation and Background
------------------------------- --------------------------------------------------------------------------
<S> <C>
C.C. Guy (68) Director of the Company. Mr. Guy served as President of the Company
Director since 1978 (1)(2) from July 1989 until his retirement in January 1995. Since his
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 currently serves as a director of Delta Woodside
Industries, Inc., Delta Apparel, Inc. and Duck Head Apparel Company,
Inc.
Charles M. Bolt (70) Director of the Company. Mr. Bolt was President and Chief Executive
Director since 1982 (1)(2) Officer of the Company from 1984 to July 1989, when he was elected
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.
Buck A. Mickel (45) Director of the Company. Mr. Mickel was elected President and Chief
Director since 1988 (1) Executive Officer of the Company on July 28, 1998 following the death
of his father, Mr. Buck Mickel. Mr. Mickel was reelected Vice
President of the Company effective September 1, 1996. Mr. Mickel
served as a consultant to the Company from January 17, 1995, the date
that he resigned as Vice President, until his reelection as Vice
President. Mr. Mickel was originally elected Vice President of the
Company in July 1989. Mr. Mickel served as a director on the Company
or RSI Corporation from 1987 until December 1992. Mr. Mickel currently
serves as a director of Delta Woodside Industries, Inc., Delta
Apparel, Inc. and Duck Head Apparel Company, Inc.
<FN>
(1) Member of Compensation Committee.
(2) Member of Audit Committee.
</FN>
</TABLE>
The Board of Directors of the Company met in person three times and once by
telephone conference call during the fiscal year ended August 31, 2000. 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 does not have a
standing nominating committee.
2
<PAGE>
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 independent
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 November 27, 2000,
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.
Amount and
Nature of
Name and Address of Beneficial Percent
Beneficial Owner Ownership of Class (12)
--------------------------------------------------------------------------------
Buck A. Mickel 1,244,196(1) 9.2
28 East Court Street
P. O. Box 6847
Greenville, SC 29606
C.C. Guy 176,224 (2) 1.3
918 Elizabeth Road
Shelby, NC 28150
Charles M. Bolt 307,889 (3) 2.3
2720 N. E. 57th Street
Fort Lauderdale, FL 33308
C. Thomas Wyche 336,076 (4) 2.5
Post Office Box 728
Greenville, SC 29602
Minor H. Mickel 6,032,493 (5) 44.8
415 Crescent Avenue
Greenville, SC 29605
Charles C. Mickel 907,181 (6) 6.7
28 East Court Street
P. O. Box 6847
Greenville, SC 29606
Minor Mickel Shaw 822,122 (7) 6.1
P. O. Box 795
Greenville, SC 29602
Mr. William R. Kimball 746,853 (8) 5.6
12 Eucalyptus Road
Belvedere, CA 94920
Joe F. Ogburn 259,210 (9) 1.9
208 Belvedere Avenue
Shelby, NC 28150
All Directors and Executive Officers 2,279,172 (10) 16.9
of the Company as a Group (5 persons)
(1) Mr. Buck A. Mickel is the President, Chief Executive Officer and a
director of the Company. The number of shares shown as beneficially owned by Mr.
Buck A. Mickel includes 1,179,196 shares directly owned by him and 65,000
unissued shares subject to employee stock options held by Mr. Mickel which are
currently exercisable.
3
<PAGE>
(2) Mr. C.C. Guy is a director and former President of the Company. The
number of shares shown as beneficially owned by Mr. Guy includes 78,923 shares
directly owned by him and 43,333 unissued shares subject to 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.
(3) Mr. Charles M. Bolt is a director and former President of Distribution
of the Company. The number of shares shown as beneficially owned by Mr. Bolt
includes 264,556 shares directly owned by him and 43,333 unissued shares subject
to stock options held by Mr. Bolt which are currently exercisable.
(4) Mr. C. Thomas Wyche is Secretary of the Company. The number of shares
shown as beneficially owned by Mr. Wyche includes 204,292 shares directly owned
by him, 13,333 unissued shares subject to stock options held by Mr. Wyche which
are currently exercisable, 44,523 shares owned of record by Center, Inc., of
which Mr. Wyche owns all of the outstanding common stock and is an officer and
director, and 51,369 shares owned by the Profit Sharing Plan of Wyche, Burgess,
Freeman & Parham, P.A. (the "WBFP Plan"), of which Mr. Wyche is a trustee and
participant and which firm serves as general counsel to the Company. Of the
shares owned by the WBFP Plan, the number of shares allocated to Mr. Wyche's
account varies from year to year, depending on Mr. Wyche's respective interest
in the WBFP Plan. Mr. Wyche disclaims beneficial ownership of the shares that
are not allocated to his account. The figure shown also includes 22,559 shares
owned by Mr. Wyche's wife. Mr. Wyche disclaims beneficial ownership of all of
the shares owned by Mrs. Wyche.
(5) The number of shares shown as beneficially owned by Mrs. Minor H.
Mickel includes 6,032,493 shares directly owned by her.
(6) The number of shares shown as beneficially owned by Mr. Charles C.
Mickel includes 862,658 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. Mr. Mickel disclaims beneficial ownership of the shares owned by
Center, Inc.
(7) The number of shares shown as beneficially owned by Mrs. Minor Mickel
Shaw includes 802,188 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 and children.
(8) The number of shares shown for Mr. Kimball are owned directly by him.
(9) Mr. Joe F. Ogburn is the Treasurer and Vice President of the Company.
The number of shares shown as beneficially owned by Mr. Ogburn includes 135,426
shares directly owned by him and 123,234 unissued shares subject to employee
stock options held by Mr. Ogburn which are currently exercisable. Such number
also includes 550 shares held by Mr. Ogburn's wife, as to which shares Mr.
Ogburn disclaims beneficial ownership.
(10) This number includes all shares included in the table above with
respect to any director or executive officer and excludes the shares described
in the notes above as being excluded from the table.
(11) Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended, (the "Exchange Act") 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.
4
<PAGE>
EXECUTIVE OFFICERS
The following provides certain information regarding the executive officers
of the Company:
Name and Age Position
------------------------------ ----------------------------------------
Buck A. Mickel (45) President and Chief Executive Officer (1)
C. Thomas Wyche (73) Secretary (2)
Joe F. Ogburn (62) Treasurer and Vice President (3)
____________________________________
(1) See information under "Election of Directors".
(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 five
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 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on review of Forms 3, 4, and 5 furnished to the Company during
fiscal year 2000, no director, officer, or beneficial owner of more than 10% of
the Common Stock of the Company failed to file on a timely basis reports
required by Section 16(a) of the Securities Exchange Act of 1934 during the most
recent fiscal year except that Mrs. Minor Shaw made one late Form 4 filing with
respect to one transaction.
5
<PAGE>
MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding
compensation paid by the Company during the last three fiscal years to the
Company's Chief Executive Officer (the "Named Executive Officer"). The salary
and bonuses of each executive officer of the Company was less than $100,000
during fiscal years 1998 through 2000.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------------- ---------------------------------
Other
Annual Restricted Securities
Compen- Stock Underlying LTIP All Other
Name and Principal Fiscal sation ($) Awards Options/ Payouts Compen-
Position Year Salary ($) Bonus ($) (a) ($) ($) sation ($)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Buck Mickel, 1998 2,000 -- -- -- 10,000 -- --
Deceased (formerly
Chairman of the
Board and Chief
Executive Officer)
Buck A. Mickel, 2000 23,500 -- -- -- -- -- --
President and 1999 48,000 -- 228 -- 40,000 -- --
Chief Executive 1998 48,000 -- 228 -- 25,000 -- --
Officer
<FN>
(a) The amounts shown in this column were paid for the benefit of the Named
Executive Officer for travel accident insurance that the Company has
purchased for the benefit of its employees, executive officers and
directors. The policy provides coverage to each executive officer and
director of 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.
</FN>
</TABLE>
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.
The Company currently pays medical and health insurance premiums for
its directors and their families and reimburses directors for expenses related
to their duties as board members. The Company does not pay any other
compensation to its directors except as set forth in "Retirement Contracts"
below.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number Of Unexercised Securities
Underlying Options/SARs at Fiscal
Year-End (#)
Exercisable/
Name Unexercisable
--------------------------------------- ------------------------------------
Buck A. Mickel, President and Chief 65,000/35,000
Executive Officer
RETIREMENT CONTRACTS
Messrs. C. C. Guy and Charles M. Bolt retired as officers of the
Company on January 17, 1995. The Company paid each of these two retired officers
$200 per month during September 1999 through April 2000 and $100 per month
during May 2000 through August 2000. The Board determined that these payments
were appropriate in light of these officers' long records of service to the
Company and value as consultants to the Company. The Company anticipates that
these individuals will continue to serve as consultants during fiscal year 2001.
6
<PAGE>
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 pays
consulting fees to Messrs. C.C. Guy, Charles M. Bolt and Buck A. Mickel.
GUARANTEES BY DIRECTORS AND OFFICERS
A corporation that is owned by the President and Chief Executive
Officer, his mother and his two adult siblings has guaranteed payment of a
$500,000 bank line of credit bearing interest at the banks prime rate. They have
also pledged certain securities as collateral to the loan.
LOAN ARRANGEMENT
During fiscal year 1999 the Estate of Buck Mickel, the former Chairman
of the Board and Chief Executive Officer of the Company, loaned the Company
$250,000 bearing interest at 8.5% per year payable quarterly. The loan was
transferred from the Estate of Buck Mickel to Minor H. Mickel, the widow of Buck
Mickel, during March 2000. During October 2000 the Company issued a note that is
convertible into Common Stock of the Company in exchange for this debt.
CORPORATE OFFICE ARRANGEMENT
During the fiscal year 2000, the Company's executive offices were
located in a facility consisting of approximately 3,000 square feet of floor
space located at 28 East Court Street, Greenville, South Carolina. The rental
expense incurred by the Company during September 1999 through April 2000 was
$2,250 per month and $1,500 per month from May 2000 through August 2000 under a
month-to-month lease arrangement. The lease at 28 East Court Street, Greenville,
South Carolina includes office furniture and equipment. The office space at 28
East Court Street, Greenville, South Carolina was leased from CTST, LLC. CTST,
LLC is owned by three shareholders: Buck A. Mickel, Charles C. Mickel and Minor
Mickel Shaw. As described above, each of these individuals is a beneficial owner
of more than 5% of the outstanding Common Stock of the Company. Buck A. Mickel
is the President and Chief Executive Officer and a director of the Company and
the other two shareholders are his adult siblings. The Company believes that
this lease contains provisions as favorable to the Company as could be obtained
from a third-party landlord. Micco Corporation also moved its offices to the
office facility at 28 East Court Street, Greenville, South Carolina. Micco
Corporation pays rent to CTST, LLC for the space it occupies. Micco Corporation
and the Company share common areas of this office space.
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.
7
<PAGE>
RATIFICATION OF ELECTION OF ACCOUNTANTS
(ITEM NO. 2 ON THE PROXY)
The Board of Directors recommends the ratification of the appointment
of Elliott, Davis & Company, L.L.P. ("Elliott Davis"), independent certified
public accountants, as auditors for the Company and its subsidiaries for fiscal
year 2001 and to audit and report to the shareholders upon the financial
statements as of and for the period ending August 31, 2001. Based upon the
recommendation of the Company's Audit Committee, the Board has appointed the
accounting firm of Elliott Davis as the Company's independent auditors for the
Company's 2001 fiscal year. Representatives of Elliott Davis are expected to 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 shareholders may have. Neither Elliott
Davis 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.
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.
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 2001 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 6, 2001.
With respect to shareholder proposals not to be included in the
Company's proxy statement in the form of proxy, a shareholder must give the
Company notice by November 20, 2001 for such notice to be considered timely for
purposes of Exchange Act Rule 14a-4(c) (which concerns the extent to which a
proxy may confer discretionary voting authority with respect to matters not
specifically set forth in the proxy).
REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
The Board of Directors adopted a written Audit Committee Charter on
November 22, 2000, a copy of which is included as APPENDIX A to this Proxy
Statement.
The Audit Committee has reviewed and discussed with the Company's
management and the Company's independent auditors the audited financial
statements of the Company contained in the Company's fiscal 2000 Annual Report.
The Audit Committee has also discussed with the Company's independent auditors
the matters required to be discussed pursuant to SAS 61 (Codification of
Statements on Auditing Standards, AU ?380). The Audit Committee has received the
written disclosures and the letter from the Company's independent accountants
required by Independence Standards Board Standard No. 1 (titled, "Independence
Discussions with Audit Committees") and has discussed with the Company's
independent auditors such independent auditors' independence.
8
<PAGE>
Based on the review and discussions described in the immediately
preceding paragraph, the Audit Committee recommended to the Board of Directors
that the audited financial statements included in the Company's fiscal 2000
Annual Report be included in that report, which is incorporated by reference
into the Company's Annual Report on Form 10-KSB for the fiscal year ended August
31, 2000, filed with the U.S. Securities and Exchange Commission.
AUDIT COMMITTEE
C. C. Guy Charles M. Bolt
OTHER INFORMATION
THE COMPANY'S ANNUAL REPORT IS MAILED WITH THIS PROXY STATEMENT. THE
COMPANY WILL PROVIDE WITHOUT CHARGE TO ANY SHAREHOLDER OF RECORD AS OF NOVEMBER
27, 2000, 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 2000 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 2000 ANNUAL REPORT ON FORM 10-KSB. ANY SUCH
REQUEST SHOULD BE DIRECTED TO RSI HOLDINGS, INC., 28 EAST COURT STREET, POST
OFFICE BOX 6847, GREENVILLE, SOUTH CAROLINA 29606, ATTENTION: INVESTOR
RELATIONS.
NOTWITHSTANDING ANY STATEMENT IN ANY OF THE COMPANY'S PREVIOUS FILINGS
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, INCORPORATING FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT,
IN WHOLE OR IN PART, THE AUDIT COMMITTEE REPORT ATTACHED AS APPENDIX A TO THIS
FILING SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILING.
The Audit Committee is responsible for the duties set forth in its charter
(which is attached to this proxy statement as Appendix A) but is not responsible
for either the preparation of the financial statements or the auditing of the
financial statements. The Company's management has the responsibility for
preparing the financial statements and implementing internal controls, and the
Company's independent accountants have the responsibility for auditing the
financial statements and monitoring the effectiveness of the internal controls.
The review of the financial statements by the Audit Committee is not the
equivalent of an audit.
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
or any adjournment thereof, it is intended that the shares represented by
proxies will be voted with respect thereto in accordance with the best 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 12, 2000
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Appendix A
RSI HOLDINGS, INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
1. PURPOSE
The primary purpose of the Audit Committee (the "Committee") is to assist the
Board of Directors (the "Board") in fulfilling its responsibility to oversee
management's conduct of the Company's financial reporting process, including by
overviewing the financial reports and other financial information provided by
the Company to any governmental or regulatory body, the public or other users
thereof, the Company's systems of internal accounting and financial controls and
the annual independent audit of the Company's financial statements.
In discharging its oversight role, the Committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities and personnel of the Company and the power to retain outside counsel,
auditors or other experts for this purpose.
The Board and the Committee are in place to represent the Company's
shareholders; accordingly, the outside auditor is ultimately accountable to the
Board and the Committee.
The Committee shall review the adequacy of this Charter on an annual basis.
The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities set forth in Section IV of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of two or more directors as determined by
the Board, a majority of whom shall be independent directors and free from any
relationship to the Company that may interfere with the exercise of his or her
independence from management and the Company. Each member of the Committee shall
be financially literate, as such qualification is interpreted by the Board of
Directors in its business judgment, or must become financially literate within a
reasonable period of time after his or her appointment to the Committee. In
addition, each member of the Committee must satisfy the restrictions of the
NASDAQ Stock Market, including Rule 4350(d), concerning such membership. If the
Company ceases to be a small business filer, then the Audit Committee must
comply with the additional requirements contained in Paragraphs 2(A) and 2(B) of
Rule 4350(d). Committee members may enhance their familiarity with finance and
accounting by participating in educational programs conducted by the Company or
an outside consultant.
The members of the Audit Committee shall be elected by the Board at the meeting
of the Board that occurs on the date of the Company's annual stockholders'
meeting, and shall serve until their successors shall be duly elected and
qualified. Unless a Chair is elected by the Board, the members of the Committee
may designate a Chair by a majority vote of the full Committee membership.
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III. MEETINGS
The Committee shall meet as frequently as circumstances dictate. As part of its
job to foster open communications, the Committee should meet at least annually
with management and the independent accountants in separate executive sessions
to discuss any matters that the Committee or any of these groups or individuals
believes should be discussed privately. In addition, the Committee or at least
its Chair should meet with the independent accountants and management quarterly
to review the Company's financials consistent with IV.4. below.
IV. RESPONSIBILITIES AND DUTIES
The Committee's job is one of oversight and it recognizes that the Company's
management is responsible for preparing the Company's financial statements and
that the outside auditors are responsible for auditing those financial
statements. Additionally, the Committee recognizes that financial management, as
well as the outside auditors, have more time, knowledge and more detailed
information on the Company than do Committee members; consequently, in carrying
out its oversight responsibilities, the Committee is not providing any expert or
special assurance as to the Company's financial statements or any professional
certification as to the outside auditor's work.
The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide with the understanding that the Committee may diverge from this guide
as appropriate given the circumstances.
o The Committee shall review with management and the outside auditors the
audited financial statements to be included in the Company's Annual Report
on Form 10-K (or the Annual Report to Shareholders if distributed prior to
the filing of Form 10-K) and review and consider with the outside auditors
the matters required to be discussed by Statement of Auditing Standards
("SAS") No. 61.
o As a whole, or through the Committee chair, the Committee shall review with
the outside auditors the Company's interim financial results to be included
in the Company's quarterly reports to be filed with Securities and Exchange
Commission and the matters required to be discussed by SAS No. 61; this
review will occur prior to the Company's filing of the Form 10-Q.o The
Committee shall discuss with management and the outside auditors the
quality and adequacy of the Company's internal controls.
o The Committee has the responsibility to, and shall:
* request from the outside auditors annually, a formal written statement
delineating all relationships between the auditor and the Company
consistent with Independence Standards Board Standard Number 1;
* discuss with the outside auditors any such disclosed relationships and
their impact on the outside auditor's objectivity or independence; and
* recommend that the Board take appropriate action to oversee the
independence of the outside auditor.
o The Committee, subject to any action that may be taken by the full Board,
shall have the ultimate authority and responsibility to select (or nominate
for shareholder approval), evaluate and, where appropriate, replace the
outside auditor.
Adopted by Board of Directors on November 22, 2000.
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Appendix B
PROXY
RSI HOLDINGS, INC.
ANNUAL MEETING, JANUARY 18, 2001
The undersigned shareholder of RSI Holdings, Inc., a North Carolina
corporation, hereby constitutes and appoints Buck A. Mickel 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., 28 East Court Street, Greenville, South Carolina, on Thursday,
January 18, 2001, 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.
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<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Please mark
your votes as
in this example.
FOR all nominees WITHHOLD
listed at right AUTHORITY
(except to vote for
as marked to all Nominee(s): Buck A. Mickel
the contrary nominees C. C. Guy
below) Charles M. Bolt
1. ELECTION
OF ______ ______
DIRECTORS
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL
NOMINEE WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
_______________________________________________________________
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
2. The ratification of the appointment of _____ _____ _____
Elliott, Davis & Company, L.L.P. as
independent auditors of the Company for
fiscal year 2001.
3. The transaction of such other matters as may _____ _____ _____
properly come before the meeting or any
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. THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. 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 adjournment or adjournments
thereof.
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Shareholders dated December 12, 2000 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.
</TABLE>
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