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SCHEDULE 13D
(RULE 13D-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
RSI Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
749723 10 2
(CUSIP Number)
Minor M. Shaw, Post Office Box 6721, Greenville, SC 29606 (864) 271-7171
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 12, 2004
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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).
SCHEDULE 13D
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CUSIP NO. 749723 10 2 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Minor M. Shaw
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(See Instructions) (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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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
US
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 705,362
OWNED BY
EACH ---------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 0
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9 SOLE DISPOSITIVE POWER
705,362
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,362
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.99%
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14 TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER
a. Title and class of equity securities:
Common Stock
b. Name and address of principal executive offices of Issuer:
RSI Holdings, Inc.
28 East Court Street
Greenville, SC 29601
ITEM 2. IDENTITY AND BACKGROUND
a. Name of filing person:
Minor M. Shaw
b. Business Address:
28 East Court Street
Greenville, SC 29601
c. Principal occupation:
Private Investor
d. During the last five years, Mrs. Shaw has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
e. During the last five years, Mrs. Shaw 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.
f. Citizenship:
United States of America
Minor M. Shaw may be deemed part of a "group" with her siblings, Charles C.
Mickel and Buck A. Mickel, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), with respect to the August
12, 2004 proposal described in the response to Item 4 below. The following
information is provided with respect to such a "group".
(a) The information contained in the response to Item 2 of
Amendment No. 4 to Schedule 13D of Charles C. Mickel with
respect to the common stock of the Company is incorporated
herein by reference.
(b) The information contained in the response to Item 2 of
Amendment No. 4 to Schedule 13D of Buck A. Mickel with respect
to the common stock of the Company is incorporated herein by
reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
Minor M. Shaw and her siblings Buck A. Mickel and Charles C. Mickel
have made an offer to the Company's board, presented to the board on August 16,
2004, to acquire the Company in a "going private" transaction pursuant to Rule
13e-3 promulgated under the 1934 Act. Pursuant to a letter dated August 12,
2004, the Mickel siblings intend to acquire all of the Company's common stock by
means of a merger of the Company with an acquisition entity to be formed and
owned by them. Pursuant to the proposed merger, all shares of the Company's
common stock, other than any shares beneficially owned by any of the Mickel
siblings, would be acquired for cash at price of $0.10 per share. As a
consequence of the consummation of the proposed merger, the Company's common
stock would become eligible for termination of registration pursuant to Section
12(g)(4) of the 1934 Act. The offer is conditioned on approval by the Company's
board of directors, including the special committee of non-employee directors
formed by the board to consider the proposal, and on approval by at least 95% of
the Company's stockholders. The Mickel siblings will have funds available to
finance the payment of the merger consideration, and there is no funding-related
condition to the offer. The special committee is comprised of Charles Bolt and
C.C. Guy, neither of whom will serve on the board of the entity surviving the
merger.
Minor M. Shaw understands that Buck A. Mickel is the beneficial owner
of 3,513,975 shares or approximately 43.53% of the Company's common stock (which
amount includes 226,666 shares underlying currently exercisable options) and
that Charles C. Mickel is the beneficial owner of 1,473,851 shares or
approximately 18.77% of the Company's common stock (which amount includes 6,666
shares underlying currently exercisable options). The Mickel siblings' aggregate
beneficial ownership of the Company's common is approximately 70.46%. Minor M.
Shaw disclaims beneficial ownership of the shares beneficially owned by her
siblings.
Except as described above, Mrs. Shaw holds her Shares primarily for
investment and has no plan or proposal which would result in:
a. The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
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;
e. Any material change in the present capitalization or dividend policy
of the Issuer;
f. Any other material change in the Issuer's business 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 these enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. Aggregate number and percentage of class of securities beneficially
owned by the filing person:
Number of Shares Percentage
705,362 8.99%
b. Number of Shares as to which there is:
(i) Sole power to vote or to direct the vote:
705,362
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or direct the disposition:
705,362
(iv) Shared power to dispose or direct the disposition:
0
(v) Parties with whom stock powers are shared:
None.
c. Description of any transactions in the class of securities reported
on that were effected during the past sixty days or since the most recent filing
of Schedule 13D, whichever is less, by the person named in response to paragraph
(a):
Not applicable.
d. Statement regarding the right of any other person known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the 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.
Minor M. Shaw may be deemed part of a "group" with her siblings, Charles C.
Mickel and Buck A. Mickel, for purposes of Section 13(d) of the 1934 Act, with
respect to the August 12, 2004 proposal described in the response to Item 4
above. The following information is provided with respect to such a "group".
(a) The information contained in the response to Item 5 of
Amendment No. 4 to Schedule 13D of Charles C. Mickel with
respect to the common stock of the Company is incorporated
herein by reference.
(b) The information contained in the response to Item 5 of
Amendment No. 4 to Schedule 13D of Buck A. Mickel with respect
to the common stock of the Company is incorporated herein by
reference.
(c) With respect to any such "group":
a. Aggregate number and percentage of class of securities
beneficially owned:
Number of Shares Percentage
5,693,188 70.46%
* Includes 233,332 shares underlying currently exercisable
options.
b. Number of Shares as to which there is:
(i) Sole power to vote or to direct the vote:
5,643,188
(ii) Shared power to vote or to direct the vote:
50,000
(iii) Sole power to dispose or direct the disposition:
5,643,188
(iv) Shared power to dispose or direct the disposition:
50,000
(v) Parties with whom stock powers are shared:
With respect to Buck A. Mickel: Wife.
c. Description of any transactions in the class of securities reported
on that were effected during the past sixty days or since the most recent filing
of Schedule 13D, whichever is less, by the person named in response to paragraph
(a):
Not applicable.
d. Statement regarding the right of any other person known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities.
The 50,000 shares with respect to which Buck A. Mickel is
reporting shared power to dispose or direct the disposition of and vote or
direct the vote of are owned directly by Mr. Mickel's wife.
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 Issuer:
None
ITEM 7.
Material to be Filed as Exhibits:
Letter, dated August 12, 2004, to RSI Holdings, Inc. from Buck A.
Mickel, Charles C. Mickel and Minor M. Shaw.
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.
Date: August 23, 2004
/s/ Minor M. Shaw
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Minor M. Shaw