SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20449 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 16, 2004 -------------------------------- RSI Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) North Carolina --------------------------- (State of Other Jurisdiction of Incorporation) 01-18091 56-1200363 --------------------------- ----------------------------------- (Commission File Number) (IRS Employer Identification No.) 28 East Court Street, Post Office Box 6847, Greenville, South Carolina 29606 ---------------------------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (864) 271-7171 -------------- (Registrant's Telephone Number Including Area Code) Not Applicable ---------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On August 17, 2004, the Company issued a press release reporting that a special committee of its board of directors is considering a "going private" proposal made at the August 16, 2004 meeting of the board. The press release is set forth as Exhibit 99.1 to this Current Report and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press release issued by RSI Holdings, Inc. on August 17, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RSI HOLDINGS, INC. Date: August 17, 2004 By: /s/ Buck A. Mickel ------------------------------------ Buck A. Mickel President & Chief Executive Officer EXHIBITS 99.1 Press release issued by RSI Holdings, Inc. on August 17, 2004