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 17, 2002
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 17, 2002, 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, LLP as independent
auditors of the Company for fiscal year 2002; 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 26,
2001 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
/s/ Joe F. Ogburn, Secretary
Greenville, South Carolina
December 11, 2001
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.
RSI HOLDINGS, INC.
28 EAST COURT STREET
POST OFFICE BOX 6847
GREENVILLE, SOUTH CAROLINA 29606
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 17, 2002
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 17, 2002, 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 11, 2001.
Only shareholders of record at the close of business on November 26, 2001
are entitled to notice of and to vote at the Annual Meeting. As of such date,
there were outstanding approximately 16,798,154 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, LLP as
the independent auditors for the Company for fiscal year 2002, 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 26, 2001,
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, LLP
as the Company's independent auditors for the Company's 2002 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.
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 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 table below sets forth certain information regarding the Company's
nominees for election as directors.
NOMINEES FOR ELECTION AS
DIRECTORS OF THE COMPANY
Name, Age and Tenure as
Director Principal Occupation and Background
- ------------------------------- --------------------------------------------------------------------------
C.C. Guy (69) 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. and Delta Apparel, Inc.
Charles M. Bolt (71) 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 (46) 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. and Delta
Apparel, Inc.
Charles C. Mickel (44)
Director of the Company. 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.
Joe F. Ogburn (63)
Director of the Company. Mr. Ogburn served as Secretary, Treasurer
and Chief Financial Officer of the Company since January 2001. Mr.
Ogburn 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 two times and once by
telephone conference call during the fiscal year ended August 31, 2001. The
Compensation Committee of the Company met once during the fiscal year. The Audit
Committee of the Company met three 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.
STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth certain information as of November 26, 2001,
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 (6)
- -------------------------------------------------------------------------------------------
Buck A. Mickel 1,871,428 (1) 11.1
28 East Court Street
P. O. Box 6847
Greenville, SC 29606
C.C. Guy 186,224 (2) 1.1
918 Elizabeth Road
Shelby, NC 28150
Charles M. Bolt 317,889 (3) 1.9
2720 N. E. 57th Street
Fort Lauderdale, FL 33308
Minor H. Mickel 8,571,392 51.0
415 Crescent Avenue
Greenville, SC 29605
Charles C. Mickel 1,068,223 6.4
28 East Court Street
P. O. Box 6847
Greenville, SC 29606
330,976 (4) 2.0
Joe F. Ogburn
208 Belvedere Avenue
Shelby, NC 28150
All Directors and Executive Officers 3,774,740 (5) 22.5
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 1,784,761 shares directly owned by him and 86,667 unissued
shares subject to employee stock options held by Mr. Mickel which are currently
exercisable.
(2) Mr. C.C. Guy is a director of the Company. The number of shares shown as
beneficially owned by Mr. Guy includes 78,923 shares directly owned by him and
53,333 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 of the Company. The number of shares
shown as beneficially owned by Mr. Bolt includes 264,556 shares directly owned
by him and 53,333 unissued shares subject to stock options held by Mr. Bolt
which are currently exercisable.
(4) Mr. Joe F. Ogburn is the Secretary, Treasurer and Chief Financial Officer
of the Company. The number of shares shown as beneficially owned by Mr. Ogburn
includes 135,426 shares directly owned by him and 195,000 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.
(5) This number includes all shares included in the table above with respect to
any director or executive officer.
(6) 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.
EXECUTIVE OFFICERS
The following provides certain information regarding the executive officers
of the Company:
Name and Age Position
- ----------------------------------------- ----------------------------------------------------------------
Buck A. Mickel (46) President and Chief Executive Officer (1)
Joe F. Ogburn (63) Secretary, Treasurer and Chief Financial Officer (1)
____________________________________
(1) See information under "Election of Directors".
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 2001, 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.
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 $100,000 during fiscal years
1999 through 2001.
----------------------------------- ----------------------------------
Annual Compensation Long-Term Compensation
----------------------------------- ----------------------------------
Awards Payouts
Other ----------------------- -------
Annual
Compen- Restricted Securities LTIP All Other
Name and Principal Fiscal sation($) Stock Underlying Payouts Compen-
Postition Year Salary ($) Bonus ($) (a) Awards ($) Options/ ($) sation($)
- ------------------------ ---------- ----------- ----------- ----------- ------------ ------------ ---------- -----------
Buck A. Mickel, 2001 20,000 -- -- -- -- -- --
President and Chief
Executive Officer
2000 23,500 -- -- -- -- -- --
1999 48,000 -- 228 -- 40,000 -- --
(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. This policy was not renewed at August 1, 2000. The policy
provides coverage through July 31, 2000 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.
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, 2001, the Company did 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 86,667/13,333
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 2001. 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
2002.
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 and Charles M. Bolt.
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. During March 2000
the loan was transferred from the Estate of Buck Mickel to Minor H. Mickel, the
widow of Buck Mickel and the mother of Buck A. Mickel. During October 2000 the
Company issued a note that was convertible into Common Stock of the Company in
exchange for this debt. Effective January 4, 2001, the Company issued 3,333,333
shares of Common Stock to Minor H. Mickel in exchange for the principal amount
of the convertible note of $250,000 at the conversion rate of $.075 per share.
During February 2000, Minor H. Mickel loaned the Company $400,000 in the
form of a convertible note with a conversion rate of $.075 per share bearing
interest at 8.0% per year. Effective August 31, 2000, the Company issued
5,557,333 shares of its common stock to Minor H. Mickel in exchange for the
principal amount of $400,000 plus accrued interest of $16,800.
During December 2000, Minor H. Mickel loaned the Company $500,000 under the
terms of an 8.0% convertible note payable having a conversion rate of $.075 per
share bearing interest at 8.0% per year. Proceeds of this note were used in part
to pay the outstanding balance ($295,000) on a $500,000 bank line of credit. A
corporation that is owned by Buck A. Mickel, Minor H. Mickel and the two adult
siblings of Buck A. Mickel guaranteed payment of this $500,000 bank line of
credit. They also pledged certain securities as collateral to the line of
credit.
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.
CORPORATE OFFICE ARRANGEMENT
During the fiscal year 2001, 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 the year ended August 31, 2001 was $1,500 per
month 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, two of these individuals are
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 occupies
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. served as general
counsel to the Company. C. Thomas Wyche, the Secretary of the Company until
January 2001, 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.
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, LLP ("Elliott
Davis"), independent certified public accountants, as the Company's independent
auditors for the Company's 2002 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.
Audit Fees
The aggregate fees billed for professional services rendered for the audit
of the Company's annual financial statements for the most recent fiscal year and
the reviews of the financial statements included in the Company's Forms 10-QSB
for that fiscal year were $10,466.
Financial Information Systems Design and Implementation Fees
There were no fees billed for professional services described in Paragraph
(c)(4)(ii) of Rule 2-01 of Regulation S-X rendered by Elliott Davis, LLP for the
most recent fiscal year.
All Other Fees
The aggregate fees billed for all professional services rendered by Elliott
Davis, LLP for the most recent fiscal year other than those described in the
prior two paragraphs were $1,300 (principally for tax services). The Audit
Committee has considered whether the provision of any such services is
compatible with maintaining Elliott Davis, LLP's independence.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO RATIFY THE
APPOINTMENT OF ELLIOTT DAVIS, LLP AS INDEPENDENT AUDITORS.
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 for the 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 2001 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 2001 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,
2001, filed with the U.S. Securities and Exchange Commission.
AUDIT COMMITTEE
C. C. Guy Charles M. Bolt
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 2002 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 14, 2002.
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 October 28, 2002 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
26, 2001, 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 2001 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 2001 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 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.
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 11, 2001