SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
RSI HOLDINGS, INC.
(Name of Subject Company (Issuer))
BCM ACQUISITION CORP.
BUCK A. MICKEL
CHARLES C. MICKEL
MINOR M. SHAW
(Name of Filing Persons (Offeror) and Other Persons)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
749723 10 2
(CUSIP Number of Class of Securities
BUCK A. MICKEL
PRESIDENT
BCM ACQUISITION CORP.
28 EAST COURT STREET
P.O. BOX 6847
GREENVILLE, SOUTH CAROLINA 29606
(864) 271-7171
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Filing Person)
WITH A COPY TO:
LAWSON M. VICARIO, ESQ.
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
44 EAST CAMPERDOWN WAY (29601)
P.O. BOX 728
GREENVILLE, SOUTH CAROLINA 29602
(864) 242-8203
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$191,160 $24.22
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* Estimated solely for purposes of calculating the amount of the filing fee. The
calculation assumes the purchase of all outstanding common shares of RSI
Holdings, Inc., par value $0.01 (the "Shares") (other than the 5,934,856 Shares
owned by the BCM shareholders to be contributed to BCM upon satisfaction or
waiver of the conditions to the tender offer) at a purchase price of $0.10 per
Share, net to the seller in cash. As of October 12, 2004, there were 1,911,599
such Shares on a fully diluted basis. **The amount of the filing fee is
calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934,
as amended, and Fee Rate Advisory No. 3 for Fiscal Year 2005 issued by the
Securities and Exchange Commission on September 30, 2004. Such fee equals .01267
percent of the value of the transaction.
|X| Check the box if any part of the fee is offset as provided by 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form of Schedule
and the date of its filing.
Amount Previously Paid: $24.22 Filing Party: BCM Acquisition Corp.
Form or Registration No.: Schedule TO-T Date Filed: October 13, 2004
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|X| third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
|X| going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following if the filing is a final amendment reporting the results of
the tender offer: [ ]
INTRODUCTION
This Amendment No. 2 amends and supplements the Tender Offer Statement
and Schedule 13E-3 Transaction Statement on Schedule TO (the "Schedule TO")
filed by BCM Acquisition Corp., a South Carolina corporation ("Purchaser"), on
October 13, 2004, as amended by Amendment No. 1 filed on November 15, 2004. This
Schedule TO relates to the proposed offer by Purchaser to purchase any and all
outstanding shares of common stock, par value $0.01 per share, of RSI Holdings,
Inc., a North Carolina corporation (the "Company"), at a purchase price of $0.10
per share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase attached hereto
as Exhibit (a)(1)(i) and as amended by Amendment No. 1 and this Amendment No. 2
(the "Offer to Purchase"). THE OFFER TO PURCHASE HAS NOT BEEN MAILED TO RSI'S
SHAREHOLDERS PENDING ITS REVIEW BY THE SECURITIES AND EXCHANGE COMMISSION.
The information set forth in the Offer to Purchase, including all
schedules thereto, is hereby expressly incorporated herein by reference in
response to all items of this Schedule TO, including, without limitation, all of
the information required by Schedule 13E-3 that is not included or covered by
the items in Schedule TO.
ITEM 1: SUMMARY TERM SHEET
See the sections of the Offer to Purchase captioned "Summary Term Sheet" and
"Questions and Answers about the Tender Offer".
ITEM 2: SUBJECT COMPANY INFORMATION
(a) See the section of the Offer to Purchase captioned "The Offer - Certain
Information Concerning RSI".
(b) See the section of the Offer to Purchase captioned "Introduction".
(c) See the section of the Offer to Purchase captioned "The Offer - Price Range
of Shares; Dividends".
ITEM 3: IDENTITY AND BACKGROUND OF FILING PERSON
(a) See the sections of the Offer to Purchase captioned "The Offer - Certain
Information Concerning BCM" and "Special Factors - Conflicts of Interest"
and Schedule A to the Offer to Purchase ("Information Concerning the
Shareholders of BCM").
(b) See the section of the Offer to Purchase captioned "Certain Information
Concerning BCM" and Schedule A to the Offer to Purchase ("Information
Concerning the Shareholders of BCM").
(c) See the section of the Offer to Purchase captioned "The Offer - Certain
Information Concerning BCM" and Schedule A to the Offer to Purchase
("Information Concerning the Shareholders of BCM").
ITEM 4: TERMS OF THE TRANSACTION
(a) See the sections of the Offer to Purchase captioned "Summary Term Sheet",
"Questions and Answers about the Tender Offer", "Introduction", "Special
Factors - Background of the Offer", "Special Factors - Certain Effects of
the Offer", "The Offer - Terms of the Offer", "The Offer - Acceptance for
Payment and Payment for Shares", "The Offer - Contribution of Mickel
Shares", "The Offer - Procedure for Tendering Shares", "The Offer - Rights
of Withdrawal", "The Offer -Conditions of the Offer" and "The Offer -
Certain Information Concerning RSI".
1
ITEM 5: PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) See the sections of the Offer to Purchase captioned "Special Factors -
Background of the Offer", "Special Factors - Conflicts of Interest", "The
Offer - Certain Information Concerning BCM", Schedule A to the Offer to
Purchase ("Information Concerning the Shareholders of BCM") and Schedule B
to the Offer to Purchase ("Security Ownership of Certain Beneficial Owners
and Management").
(b) See the sections of the Offer to Purchase captioned "Special Factors -
Background of the Offer", "Special Factors - Conduct of RSI's Business if
the Offer is Not Completed", "Special Factors - Purpose of the Tender
Offer; the Plans of BCM; Consideration of Alternatives", "The Offer -
Certain Information Concerning BCM" and Schedule C to the Offer to Purchase
("Certain Relationships").
ITEM 6: PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) and (c) (1)-(7) See the sections of the Offer to Purchase captioned
"Introduction", "Special Factors - Background of the Offer", "Special
Factors - Purpose of the Tender Offer; the Plans of BCM; Consideration of
Alternatives", "The Offer - Certain Effects of the Offer" and "Special
Factors - Conduct of RSI's Business if the Offer is Not Completed".
ITEM 7: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) See the section of the Offer to Purchase captioned "The Offer - Source and
Amount of Funds".
(b) None.
(d) Not applicable.
ITEM 8: INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) See the sections of the Offer to Purchase captioned "Introduction" and
Schedule B to the Offer to Purchase ("Security Ownership of Certain
Beneficial Owners and Management").
(b) See the section of the Offer to Purchase captioned "The Offer - Certain
Information Concerning BCM".
ITEM 9: PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
(a) See the sections of the Offer to Purchase captioned "Introduction" and "The
Offer - Fees and Expenses".
ITEM 10: FINANCIAL STATEMENTS
(a) The financial statements of the Purchaser are not material to the Offer.
(b) Pro forma financial statements of the Purchaser are not material to the
Offer.
ITEM 11: ADDITIONAL INFORMATION
(a)(1) See the section of the Offer to Purchase captioned "The Offer - Certain
Information Concerning BCM".
(a)(2) See the sections of the Offer to Purchase captioned "Introduction", "The
Offer - Acceptance for Payment and Payment for Shares",, "The Offer -
Procedure for Tendering Shares", "The Offer - Merger; Dissenters' Rights;
`Going Private' Rules" and "The Offer - Certain Legal Matters".
(a)(3) See the section of the Offer to Purchase captioned "The Offer - Certain
Legal Matters".
2
(a)(4) See the sections of the Offer to Purchase captioned "The Offer - Certain
Legal Matters".
(a)(5) None.
(b) The information set forth in the Offer to Purchase is incorporated herein
by reference.
ITEM 12: EXHIBITS
Exhibit Number Title
(a)(1)(i) Offer to Purchase (THIS DOCUMENT HAS NOT BEEN MAILED TO RSI'S
SHAREHOLDERS PENDING ITS REVIEW BY THE SECURITIES AND EXCHANGE
COMMISSION.)
(b) None.
(d) None.
(g) None.
(h) None.
ITEM 13: ADDITIONAL INFORMATION REQUIRED BY SCHEDULE 13E-3
ITEM 2: SUBJECT COMPANY INFORMATION
(d) See the section of the Offer to Purchase captioned "The Offer - Price
Range of Shares; Dividends".
(e) Not applicable.
(f) See the section of the Offer to Purchase captioned "The Offer -
Certain Information about BCM".
ITEM 4: TERMS OF THE TRANSACTION
(c) None.
(d) See the section of the Offer to Purchase captioned "The Offer -
Merger; Dissenters' Rights; `Going Private' Rules".
(e) See the section of the Offer to Purchase captioned "The Offer -
Certain Information Concerning BCM".
(f) Not applicable.
ITEM 5: PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(c) See the sections of the Offer to Purchase captioned "Introduction" and
"Special Factors - Background of the Offer".
(e) See the sections of the Offer to Purchase captioned "Introduction",
"Special Factors - Background of the Offer", "The Offer - Contribution
of Mickel Shares" and "The Offer - Certain Information Concerning
BCM".
ITEM 6: PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(b) See the sections of the Offer to Purchase captioned "Introduction",
"Questions and Answers about the Tender Offer", "Special Factors -
Purpose of the Tender Offer; the Plans of BCM; Consideration of
Alternatives", "The Offer - Merger; Dissenters' Rights; `Going
Private' Rules" and "The Offer - Certain Effects of the Offer".
3
(c)(8) See the section of the Offer to Purchase captioned "The Offer -
Merger; Dissenters' Rights; `Going Private' Rules".
ITEM 7: PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(a), (b) and (c) See the sections of the Offer to Purchase captioned
"Introduction", "Questions and Answers about the Tender Offer",
"Special Factors - Background of the Offer", "The Offer - Federal
Income Tax Consequences of the Offer", "Special Factors - Purpose of
the Tender Offer; the Plans of BCM; Consideration of Alternatives",
and "Special Factors - Purchaser's Position Regarding the Fairness of
the Offer".
(d) See the sections of the Offer to Purchase captioned "The Offer -
Certain Effects of the Offer", "Special Factors - Conduct of RSI's
Business if the Offer is Not Completed" and "The Offer - Merger;
Dissenters' Rights; `Going Private' Rules".
ITEM 8: FAIRNESS OF THE TRANSACTION
(a), (b), (c), (d), (e) and (f) See the sections of the Offer to Purchase
captioned "Questions and Answers about the Tender Offer", "Special
Factors - Background of the Offer", "Special Factors - Purpose of the
Tender Offer; the Plans of BCM; Consideration of Alternatives" and
"Special Factors - Purchaser's Position Regarding the Fairness of the
Offer".
ITEM 9: REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
(a) See the section of the Offer to Purchase captioned "Special Factors -
Purchaser's Position Regarding the Fairness of the Offer"
(b) and (c) Not applicable.
ITEM 10: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(c) See the section of the Offer to Purchase captioned "The Offer - Fees
and Expenses".
ITEM 12: THE SOLICITATION OR RECOMMENDATION
(d) See the section of the Offer to Purchase captioned "Special Factors -
Conflicts of Interest" and "The Offer - Certain Information Concerning
BCM".
(e) Except as set forth in the sections of the Offer to Purchase captioned
"Special Factors - Background of the Offer", "Special Factors -
Purchaser's Position Regarding the Fairness of the Offer" and "The
Offer - Certain Information Concerning RSI", the filing person is not
aware of any officer, director or affiliate of the Company or any
person listed on Schedule A to the Offer to Purchase who has made a
recommendation either in support of or against the Offer.
ITEM 13: FINANCIAL STATEMENTS
(a) and (c) See the section of the Offer to Purchase captioned "The Offer
- Certain Information Concerning RSI". The financial statements
included in RSI's Annual Report on Form 10-KSB for the year ended
August 31, 2004 are incorporated herein by this reference.
(b) Pro forma financial statements of the Company are not material to the
Offer.
4
ITEM 14: PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
(b) None.
ITEM 16: EXHIBITS
(c) Not applicable.
(f) Not applicable.
SIGNATURE
After due 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.
BCM ACQUISITION CORP.
By: /s/ Buck A. Mickel
----------------------------------
Name: Buck A. Mickel
Title: President
Dated: December 8, 2004
5
EXHIBIT INDEX
EXHIBIT NUMBER TITLE
(a)(1)(i) Offer to Purchase
(THIS DOCUMENT HAS NOT BEEN MAILED TO RSI'S
SHAREHOLDERS PENDING ITS REVIEW BY THE SECURITIES AND
EXCHANGE COMMISSION.)
(b) None.
(c) None.
(d) None.
(f) None.
(g) None.
(h) None.