UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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.
( ) 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-12.
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.
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 29, 2004
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 29, 2004, 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 five 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, LLC as
independent auditors of the Company for fiscal year 2004; and
3. The transaction of such other matters as may properly come before the
meeting or any adjournment thereof.
The Board of Directors of the Company recommends that shareholders vote FOR the
nominees for director listed in the Company's proxy statement enclosed with this
notice, and FOR approval of the proposal number 2 above.
The Board of Directors has fixed the close of business on November 28, 2003 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
Joe F. Ogburn, Secretary
Greenville, South Carolina
December 19, 2003
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.
(This page intentionally left blank)
RSI HOLDINGS, INC.
28 EAST COURT STREET
POST OFFICE BOX 6847
GREENVILLE, SOUTH CAROLINA 29606
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 29, 2004
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 29, 2004, 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 19, 2003.
Only shareholders of record at the close of business on November 28, 2003
are entitled to notice of and to vote at the Annual Meeting. As of such date,
there were outstanding approximately 7,846,455 shares of common stock, $.01 par
value per share ("Common Stock"), which constitutes 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., 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, LLC as
the independent auditors for the Company for fiscal year 2004, 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 28, 2003,
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, LLC
as the Company's independent auditors for the Company's 2004 fiscal year will be
approved if a greater number of votes are cast for the proposal than is cast
1
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.
ELECTION OF DIRECTORS
(Item No. 1 on the Proxy)
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 five directors shall be elected at the Annual Meeting.
The Common Stock may not be voted cumulatively in the election of directors.
The five 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,
except that Charles C. Mickel is the brother of Buck A. Mickel.
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
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ALL OF THE NOMINEES
LISTED BELOW. ---
The table below sets forth certain information regarding the Company's
nominees for election as directors.
2
NOMINEES FOR ELECTION AS
DIRECTORS OF THE COMPANY
Name, Age and Tenure as
Director Principal Occupation and Background
------------------------------ -------------------------------------------------------------------------------------------
C.C. Guy (71) Director of the Company. Mr. Guy served as President of the Company from July 1989
Director since 1978 (1)(2) 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.
and Delta Apparel, Inc.
Charles M. Bolt (73) Director of the Company. Mr. Bolt was President and Chief Executive Officer of the
Director since 1982 (1)(2) 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 (48) Director of the Company. Mr. Mickel was elected President and Chief Executive Officer
Director from 1988 to 1992 of the Company on July 28, 1998 following the death of his father, Mr. Buck Mickel.
and 1997 to present (1) Mr. Mickel was Vice President of the Company from 1989 to January 1995 and from
September 1996 to July 1998. Mr. Mickel served as a consultant to the Company from
January 1995 to September 1996. Mr. Mickel served as a director of the Company or its
former parent corporation from 1987 until December 1992. Mr. Mickel currently serves as
a director of Delta Woodside Industries, Inc. and Delta Apparel, Inc.
Charles C. Mickel (46) Director of the Company. Mr. Mickel was elected Vice President on September 1, 2003.
Director since 2001 (1)(2) Mr. Mickel served as vice president of U. S. Shelter Corporation from 1981 to 1990 and
vice president of asset management of Insigna Financial Group, Inc., the successor of
U. S. Shelter Corporation, from 1990 to 1992. Since July 1992 Mr. Mickel has been a
private investor in commercial real estate. Mr. Mickel is Buck A. Mickel's brother.
Joe F. Ogburn (65) Director of the Company. Mr. Ogburn has served as Secretary and Chief Financial
Director since 2001 Officer of the Company since January 2001. Mr. Ogburn has also 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.
(1) Member of Compensation Committee.
(2) Member of Audit Committee.
The Board of Directors of the Company met in person four times during the
fiscal year ended August 31, 2003. The Compensation Committee of the Company met
once during the fiscal year. The Audit Committee of the Company met five times
during the fiscal year. 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.
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. All
of the Company's audit committee members are independent (as defined in Section
121(A) of AMEX's listing standards) except for Charles C. Mickel, who is the
brother of Buck A. Mickel, our Chief Executive Officer. Because the Company's
securities are not listed on AMEX or any other national exchange, their listing
standards do not apply to us. If the AMEX listing standards did apply, the
Company would be in compliance with its audit committee requirements under
Section 121(B)(iii), because a majority of the Company's audit committee members
are independent. We believe that our audit committee composition is appropriate
for the Company.
3
STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth certain information as of November 28, 2003,
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 (7)
--------------------------------------------------------------------------------
Buck A. Mickel 3,413,975 (1) 39.9
28 East Court Street
P. O. Box 6847
Greenville, SC 29606
Charles C. Mickel 1,470,518 (2) 17.2
28 East Court Street
P. O. Box 6847
Greenville, SC 29606
Minor Mickel Shaw 705,362 8.3
P. O. Box 795
Greenville, SC 29602
Joe F. Ogburn 161,990 (3) 1.9
208 Belvedere Avenue
Shelby, NC 28150
Charles M. Bolt 98,184 (4) 1.2
2720 N. E. 57th Street
Fort Lauderdale, FL 33308
C.C. Guy 54,295 (5) 0.6
1405 Stonegate Lane
Shelby, NC 28150
All Directors and Executive Officers 5,198,962 (6) 60.8
of the Company as a Group (6 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 3,087,309 shares directly owned by him, 150,000 shares owned by
him as custodian for his minor child and 126,666 unissued shares subject to
stock options held by Mr. Mickel which are currently exercisable. The number of
shares shown also includes 50,000 shares held by Mr. Mickel's wife, as to which
shares Mr. Mickel disclaims beneficial ownership.
(2) Mr. Charles C. Mickel was elected Vice President effective on September 1,
2003 and is a director of the Company. The number of shares shown as
beneficially owned by Mr. Charles C. Mickel includes 1,467,185 shares directly
owned by him and 3,333 unissued shares subject to stock options held by Mr.
Mickel which are currently exercisable.
(3) Mr. Joe F. Ogburn is the Secretary, Treasurer, Vice President and Chief
Financial Officer of the Company. The number of shares shown as beneficially
owned by Mr. Ogburn includes 45,142 shares directly owned by him and 116,665
unissued shares subject to stock options held by Mr. Ogburn which are currently
exercisable. Such number also includes 183 shares held by Mr. Ogburn's wife, as
to which shares Mr. Ogburn disclaims beneficial ownership.
4
(4) Mr. Charles M. Bolt is a director of the Company. The number of shares shown
as beneficially owned by Mr. Bolt includes 88,185 shares directly owned by him
and 9,999 unissued shares subject to stock options held by Mr. Bolt which are
currently exercisable.
(5) Mr. C.C. Guy is a director of the Company. The number of shares shown as
beneficially owned by Mr. Guy includes 26,307 shares directly owned by him and
9,999 unissued shares subject to stock options held by Mr. Guy which are
currently exercisable. The number of shares shown also includes 17,989 shares
held by Mr. Guy's wife, as to which shares Mr. Guy disclaims beneficial
ownership.
(6) This number includes all shares included in the table above with respect to
any director or executive officer.
(7) 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 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 table provides certain information regarding the executive
officers of the Company:
Name and Age Position
--------------- ----------------------------------------------------------------
Buck A. Mickel (48) President and Chief Executive Officer
Charles C. Mickel (46) Vice President (elected September 1, 2003)
Joe F. Ogburn (65) Secretary, Treasurer, Vice President
and Chief Financial Officer
The Company's executive officers are elected by the Board of Directors and
serve at the pleasure of the Board. Buck A. Mickel and Charles C. Mickel are
brothers.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company during and with respect to its most recent fiscal year,
the Company believes that all of its executive officers, directors and persons
who may have been deemed to be greater than 10% stockholders during the year
have timely made all filings required to be made under Section 16(a) of the
Exchange Act except that Minor M. Shaw filed one Form 4 in fiscal 2003 that was
due in fiscal 2002 with respect to one transaction and Charles Bolt failed to
file one Form 4 that was required to be filed in fiscal 2002 with respect to one
transaction and which was filed subsequent to the end of fiscal 2003.
5
MANAGEMENT COMPENSATION
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 other executive officer of the Company was less than $100,000 during fiscal
years 2001 through 2003.
SUMMARY COMPENSATION TABLE
-------------------------------- ---------------- ---------------------
Annual Compensation
Name and Principal Position Fiscal Year Salary $
----------------------------- ---------------- ---------------------
Buck A. Mickel, President 2003 90,083
and Chief Executive Officer
----------------------------- ---------------- ---------------------
2002 55,333
---------------- ---------------------
2001 20,000
---------------- ---------------------
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.
During the year ended August 31, 2003, the Company did not pay any other
compensation to its directors except as set forth in "Retirement Contracts"
below.
The following table sets forth the number of shares underlying the Named
Executive Officer's exercisable and unexercisable stock options. There were no
stock options granted to the Named Executive Officer and the Named Executive
Officer did not exercise any stock options during the year ended August 31,
2003.
AGGREGATE EXERCISABLE AND UNEXERCISABLE STOCK OPTIONS AT FISCAL YEAR-END
-------------------- -------------------------------- --------------------------
Number Of Unexercised Value of
Securities Underlying Unexercised In-
Options/SARs at Fiscal the-Money
Name Year-End (#) Options/SARS at
Exercisable/Unexercisable Fiscal Year-End ($)
Exercisable/Unexercisable
-------------------- -------------------------------- --------------------------
Buck A. Mickel,
President and Chief 126,666/200,000 $300/$600
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 $100 per
month during the year ended August 2003. 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
2004.
6
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 is set forth below.
SALARY AND OTHER COMPENSATION ARRANGEMENTS
As described herein under "Executive Compensation - Retirement Contracts",
the Company pays consulting fees to Messrs. C.C. Guy and Charles M. Bolt.
LOAN ARRANGEMENT
During August 2001, Minor H. Mickel loaned the Company $250,000 under the
terms of an unsecured note payable bearing interest at 8.0% per year with the
principal balance and all unpaid interest due in August 2006. Mrs. Mickel is the
mother of Buck A. Mickel, the President, Chief Executive Officer and director of
the company, Charles C. Mickel, the Vice President and a director of the
Company, and Minor Mickel Shaw. The Mickel siblings are the beneficial owners of
approximately 65% of the outstanding common stock of the Company.
During February 2002, Minor H. Mickel loaned the Company $1,200,000 and
Buck A. Mickel, Charles C. Mickel and Minor Mickel Shaw, each loaned the Company
$20,000 under unsecured promissory notes bearing interest at 7.0% per year with
the principal balances and all unpaid interest due in February 2007. Proceeds
from these notes aggregating $1,260,000 were used to purchase the assets of the
Company's wholly-owned subsidiary, Employment Solutions, Inc.
CORPORATE OFFICE ARRANGEMENT
During fiscal 2003, 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. Rental expense of $30,600 was
incurred by the Company during the year ended August 31, 2003 for the Company's
executive offices 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, which is owned by three shareholders: Buck A. Mickel,
Charles C. Mickel and Minor Mickel Shaw. The Company believes that this lease
contains provisions as favorable to the Company as could be obtained from a
third-party landlord.
RATIFICATION OF ELECTION OF ACCOUNTANTS
(Item No. 2 on the Proxy)
Appointment of Independent Auditors
Based upon the recommendation of the Audit Committee of the Board of
Directors, the Board of Directors has appointed Elliott Davis, LLC ("Elliott
Davis"), independent certified public accountants, as the Company's independent
auditors for the Company's 2004 fiscal year. Elliott Davis served as the
Company's independent auditors in fiscal 2003. Representatives of Elliott Davis
are expected to be present at the Annual Meeting, and such representatives will
7
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.
FEES PAID TO INDEPENDENT AUDITORS
The following table lists all fees that were either paid to or expected to
be billed by Elliott Davis, the Company's independent auditors, for services
performed in 2003 and 2002:
2003 2002
---- ----
Audit fees $14,375 $13,000
Audit-related fees - 14,790
Tax fees 10,950 14,952
Other - -
----------- -----------
Total fees $25,325 $42,742
======= =======
Audit fees include billings for the annual audit of the Company's
consolidated financial statements, quarterly reviews and the review of all
related Securities and Exchange Commission filings. Audit-related fees in 2002
include the initial audit and preparation of proforma information for Employment
Solutions, Inc. Tax fees include billings for preparation of state and Federal
income tax returns and advice relating to various tax matters.
The Audit Committee has considered whether the provision of these services
is compatible with maintaining Elliott Davis's independence.
The Company's Audit Committee has not yet adopted the pre-approval policies
and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X;
however, since May 6, 2003, the Company's Audit Committee has approved all
services of Elliott Davis prior to the rendering of these services.
The ratification of election of accountants requires that a greater number
of votes be cast for the proposal than against it in order to become effective.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF ELLIOTT DAVIS, LLC AS INDEPENDENT AUDITORS.
The Audit Committee is responsible for the duties set forth in its charter
(which was attached as Appendix A to its proxy statement for its January 18,
2001 annual meeting) 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.
8
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 was included as an appendix to the Company's
Proxy Statement for its January 18, 2001 annual meeting.
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 2003 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.
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 2003 Annual Report
be included in that report, and in the Company's Annual Report on Form 10-KSB
for the fiscal year ended August 31, 2003, filed with the U.S. Securities and
Exchange Commission.
AUDIT COMMITTEE
C. C. Guy Charles M. Bolt Charles C. Mickel
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, which is expected to
cost approximately $4,000.
9
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 2004 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 August 21, 2004.
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 4, 2004 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).
FINANCIAL 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
28, 2003, 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 2003 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 2003 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.
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.
Joe F. Ogburn, Secretary
Greenville, South Carolina
December 19, 2003
10
APPENDIX A
----------
ANNUAL MEETING OF SHAREHOLDERS OF
RSI HOLDINGS, INC.
JANUARY 29, 2004
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
V Please detach along perforated line and mail in the envelope provided. V
-------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND
"FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE X
---
1. Election of Directors:
NOMINEES:
FOR ALL NOMINEES 0 BUCK A. MICKEL
----
WITHHOLD AUTHORITY FOR ALL NOMINEES 0 C.C. GUY
----
FOR ALL EXCEPT 0 Charles M. Bolt
---- (See instructions below)
0 Joe F. Ogburn
O Charles C. Mickel
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
----------- mark "FOR ALL EXCEPT" and fill in the circle next to each nominee
you wish to withhold, as shown here: O(shaded)
--------------------------------------------------------------------------------
2. The ratification of the appointment of Elliott Davis, LLC as independent
auditors of the Company for fiscal year 2004.
FOR AGAINST ABSTAIN
___ ___ ___
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" THE ELECTION OF DIRECTORS AND "FOR" APPROVAL OF PROPOSAL 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 acnkowledges receipt of the Notice of Annual Meeting of
Shareholders dated December 19, 2003 and the Proxy Statement furnished herewith.
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
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To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that the
changes to the registered name(s) on the account may not be submitted via this
method. --
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Signature of Shareholder Date
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Signature of Shareholder Date
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NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
RSI HOLDINGS, INC.
PROXY
ANNUAL MEETING, JANUARY 29, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of RSI Holdings, Inc. a North Carolina
corporation, hereby constitutes and appoints Buck A. Mickel and Joe F. Ogburn,
and each of them, attorneys and proxies on behalf on 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 29, 2004, at 10:00 a.m., and any adjournment or adjournments thereof,
and the undersigned instructs said attorneys to vote:
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)