Heilig Meyers Co – ‘SC 13D’ on 9/27/96 re: Rhodes Inc

As of:  Friday, 9/27/96   ·   Accession #:  916641-96-818   ·   File #:  5-20907

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Heilig-Meyers Schedule 13D                             7     31K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws      1      6K 
 3: EX-4        Instrument Defining the Rights of Security Holders     3     10K 
 4: EX-5        Opinion re: Legality                                   3     10K 

SC 13D   —   Heilig-Meyers Schedule 13D
Document Table of Contents

SC 13D
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D
 Under the Securities Exchange Act of 1934

Rhodes, Inc.
(Name of Issuer)

Common Stock Without Par Value
(Title of Class of Securities)

76235P 10 1 
(CUSIP Number)

 Joseph R. Jenkins
 Heilig-Meyers Company
2235 Staples Mill Road, Richmond, Virginia 23230
(804) 359-9171
(Name, Address and Telephone Number of Persons Authorized 
to Receive Notices and Communications)
September 17, 1996
 (Date of Event Which Requires Filing of This Statement)

       If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is     
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].                                                                            

    Check the following box if a fee is being paid with this statement
[x]. (A fee is not required only if the reporting person: (1) has a previous    
statement on file reporting beneficial ownership of more than five percent of   
the class of securities described in Item 1; and (2) has filed no amendment     
subsequent thereto reporting beneficial ownership of less than five percent of  
such class. See Rule 13d-7.)                                                    

                Note.  Six copies of this statement, including all exhibits,
   should be filed with the Commission.  See Rule 13d-1(a) 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).                                                                     

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CUSIP No. 76235P 10 1                                                           

Schedule 13D

1)       Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above 
Persons                                                       

Heilig-Meyers Company, I.R.S. Identification No.: 54-0558861  

2)       Check the Appropriate Row if a Member of a Group (See Instructions)    

(a)                                                           
(b) x                                                         

3)       SEC Use Only                                                           

4)       Source of Funds (See Instructions)                                     

WC, OO                                                        

5)       Check if Disclosure of Legal Proceedings is Required Pursuant to Item  
2(d) or 2(e)                                                  

6)       Citizenship or Place of Organization                        Virginia   

       Number of            7)       Sole Voting Power                     0
Shares Bene-                  -----------------               
ficially                                                      
       Owned by             8)       Shared Voting Power           2,918,404
Each                          -------------------             
Reporting                                                     
       Person With          9)       Sole Dispositive Power               25
                    ----------------------

                           10)      Shared Dispositive Power               0
                    ------------------------

11)      Aggregate Amount Beneficially Owned by Each Reporting Person           

2,918,404                                                     

12)      Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See 
   -----------------------------------------------------------------
Instructions)                                                 

13)      Percent of Class Represented by Amount in Row (11)                     
--------------------------------------------------            

31.8%                                                         

14)      Type of Reporting Person (See Instructions)                            
------------------------                                      
CO                                                            

Item 1.           Security and Issuer.                                          

   This statement relates to the common stock, without par value, of
Rhodes, Inc. ("Rhodes"), a Georgia corporation with principal executive offices 
located at 4730 Peachtree Road, Atlanta, Georgia 30319.                         

Item 2.           Identity and Background.                                      

Item 2(a)-(c)                                                 

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This statement is filed by Heilig-Meyers Company, a Virginia  
corporation ("Heilig-Meyers"), which has its principal executive offices at 2235
Staples Mill Road, Richmond, Virginia  23230.  Heilig-Meyers is a specialty     
retailer of home furnishings whose directors are:                               

William C. DeRusha, Chairman                                                    
Troy A. Peery, Jr.                                                              
Alexander Alexander                                                             
Robert L. Burrus, Jr.                                                           
Beverly E. Dalton                                                               
Charles A. Davis                                                                
Benjamin F. Edwards III                                                         
Alan G. Fleischer                                                               
Nathaniel Krumbein                                                              
Hyman Meyers                                                                    
S. Sidney Meyers                                                                
Lawrence N. Smith                                                               
George A. Thornton III                                                          
Eugene Trani, Ph.D.                                                             

The executive officers of Heilig-Meyers are as follows:                         

Chairman of the Board & Chief Executive Officer          William C. DeRusha     
President and Chief Operating Officer                    Troy A. Peery, Jr.     
Executive Vice President                                 James F. Cerza, Jr.    
Executive Vice President and Chief Financial                                    
   Officer                                         Joseph R. Jenkins
Executive Vice President                                 James R. Riddle        
Senior Vice President, Accounting                        William J. Dieter      
Senior Vice President, Finance                           Roy B. Goodman         
Senior Vice President, Corporate Expansion               William E. Helms       
Senior Vice President, Operations                        Curtis C. Kimbrell     
Senior Vice President, Advertising                       H.C. Poythress         
Senior Vice President, Human Resources & Training        Ronald M. Ragland      
Senior Vice President, Government Relations              John H. Sniffin        
Senior Vice President, Merchandising                     A.R. Weiler            

       The principal business address for each of the directors and officers
is 2235 Staples Mill Road, Richmond, Virginia 23230.                            

Item 2(d).                                                    

     Heilig-Meyers has not, and to the best of Heilig-Meyers' knowledge,
none of the executive officers and directors of Heilig-Meyers listed above has, 
during the past five years been convicted in a criminal proceeding (excluding   
traffic violations or similar misdemeanors).                                    

Item 2(e).                                                    

     Heilig-Meyers has not, and to the best of Heilig-Meyers' knowledge,
none of the executive officers and directors of Heilig-Meyers listed above has, 
during the past five years, been a party to a civil proceeding of a judicial or 
administrative body of competent jurisdiction and is not and has not been as a  
result of such proceeding, subject to a judgment,                               

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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.                                            

      Item 2(f). The executive officers and directors of Heilig-Meyers are
United States citizens.                                                         

Item 3.           Source and Amount of Funds or Other Consideration.            

       The total amount of funds required by Heilig-Meyers to pay for the 25
shares of Rhodes Common Stock, no par value ("Rhodes Common Stock") as to which 
it has sole dispositive power was $237.50. Heilig-Meyers used cash to pay for   
these shares. Heilig- Meyers may be deemed to have acquired shared voting power 
of the 2,918,404 shares of Common Stock by virtue of the Voting Agreement       
described in Item 4 below.                                                      

Item 4.           Purpose of Transaction.                                       

         On September 17, 1996, Rhodes, Heilig-Meyers, and HM Merger Subsidiary,
Inc., a Georgia corporation and a wholly-owned subsidiary of Heilig-Meyers      
("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger        
Agreement") pursuant to which Merger Sub is to be merged (the "Merger") into    
Rhodes. On the effective date of the Merger, each of the issued and outstanding 
shares of Rhodes Common Stock will be converted into and become the right to    
receive 0.50 shares of Heilig-Meyers Common Stock, $2.00 par value              
("Heilig-Meyers Common Stock"). In addition, all outstanding options to purchase
Rhodes Common Stock will be assumed by Heilig-Meyers as provided in the Merger  
Agreement. The purpose of the Merger is to enable Heilig-Meyers to acquire the  
entire equity interest in Rhodes as contemplated by the Merger Agreement.       

    Following completion of the Merger, Heilig-Meyers will be the sole
shareholder of all of the issued and outstanding shares of Rhodes. The members  
of the board of directors and of the executive officers of the surviving        
corporation have not been determined. After the Merger, Rhodes Common Stock will
not be listed on the New York Stock Exchange and will be eligible for           
termination of registration under Section 12(g)(4) of the Securities Exchange   
Act of 1934, as amended.                                                        

        In connection with the Merger Agreement, Heilig Meyers, WPS Investors,
L.P., a Georgia limited partnership ("WPS"), and Green Capital Investors, L.P., 
a Georgia limited partnership ("Green Capital", together with WPS and           
Heilig-Meyers the "Shareholders"), executed the Voting Agreement dated as of    
September 17, 1996 (the "Voting Agreement"). The Voting Agreement is intended to
facilitate consummation of the Merger.                                          

      Pursuant to the terms of the Voting Agreement, the Shareholders have
agreed to vote the 2,918,404 shares of Rhodes Common Stock held by them in favor
of adoption of the Merger Agreement, and against any Acquisition Proposal (as   
defined in the Merger Agreement). In addition, WPS and Green Capital have agreed
that they will not, without the prior written consent of Heilig-Meyers,         
transfer, sell, assign or convey, or offer to transfer, sell, assign or convey  
(nor grant any party any option or right to purchase) the shares of Rhodes      
Common Stock owned by them and the Heilig-Meyers Common Stock received by them  
in the Merger, until the earlier of termination of the Merger Agreement prior to
the effective date of the Merger or 30 days after the date on which             
Heilig-Meyers publishes information as to the financial results covering at     
least 30 days of post-Merger combined operations reflecting combined sales and  
net income. The Voting Agreement terminates in the event the Merger Agreement   
terminates.                                                                     

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Item 5.           Interest in Securities of the Issuer.                         

(a) By virtue of the Voting Agreement, and of the purchase by 
Heilig-Meyers of 25 shares of Rhodes Common Stock on September 17, 1996,        
Heilig-Meyers may be deemed to be the beneficial owner of 2,918,404 shares of   
Rhodes Common Stock (approximately 31.8% of the issued and outstanding shares of
Rhodes Common Stock).                                                           

        (b) Heilig-Meyers has sole dispositive power with respect to 25 shares
of Rhodes Common Stock. By reason of the Voting Agreement, Heilig-Meyers may be 
deemed to share power to direct the vote of 2,918,404 shares of Rhodes Common   
Stock (approximately 31.8% of the outstanding shares of Rhodes Common Stock)    
with the other parties to the Voting Agreement.                                 

       To the best of Heilig-Meyers' knowledge, the business address of each
of the other parties to the Voting Agreement is 3343 Peachtree Road, N.E., Suite
1420--East Tower, Atlanta, Georgia 30326. To the best of Heilig-Meyers'         
knowledge, WPS Investors, L.P. has as its General Partner HTG Corp., a Georgia  
corporation whose President, sole director, and sole shareholder is Holcombe T. 
Green, Jr. To the best of Heilig-Meyers' knowledge, Green Capital Investors,    
L.P. has as its General Partner Green & Company, L.P., a Georgia limited        
partnership, who has as its General Partner HTG Corp., a Georgia corporation    
whose President, sole director, and sole shareholder is Holcombe T. Green, Jr.  
To the best of Heilig-Meyers' knowledge, none of such persons has, during the   
past five years, been convicted in a criminal proceeding (excluding traffic     
violations or similar misdemeanors), or has, during the past five years, been a 
party to a civil proceeding of a judicial or administrative body of competent   
jurisdiction and is not and has not been as a result of such proceeding, subject
to a judgment, 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. To the best of              
Heilig-Meyers' knowledge, Holcombe T. Green, Jr. is a U.S. citizen.             

      (c) The Voting Agreement was executed and delivered on September 17,
1996. On September 17, 1996, Heilig-Meyers purchased 25 shares of Rhodes Common 
Stock from HTG Corp. Profit Sharing Plan, at a price of $9.50 per share,        
pursuant to a letter agreement dated September 17, 1996 (the "Letter            
Agreement").                                                                    

(d)  Not applicable.                                          

(e)  Not applicable.                                          

Item 6.           Contracts, Arrangements, Understandings or Relationships With 
Respect to Securities of the Issuer.        

      On September 17, 1996, Heilig-Meyers and each of Irwin L. Lowenstein
and Joel H. Dugan entered into lock-up agreements (the "Lock-up Agreements").   
Pursuant to the Lockup Agreements, Messrs. Lowenstein and Dugan have agreed that
they will not, without the prior written consent of Heilig-Meyers, transfer,    
sell, assign or convey, or offer to transfer, sell, assign or convey (nor grant 
any party any option or right to purchase) the shares of Rhodes Common Stock    
owned by them and the Heilig-Meyers Common Stock owned by them after the Merger,
until the earlier of termination of the Merger Agreement prior to the effective 
date of the Merger or 30 days after the date on which Heilig-Meyers publishes   
information as to the financial results covering at least 30 days of post-Merger
combined operations reflecting combined sales and net income.                   

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       Except for the Merger Agreement, the Voting Agreement, and the Letter
Agreement, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Heilig-Meyers and any other person with respect to 
any securities of Rhodes or, to the best of Heilig-Meyers' knowledge, between   
any of the individual executive officers and directors listed in Item 2 herein. 

Item 7.           Material to be Filed as Exhibits.                             

   Exhibit 1 -                The Agreement and Plan of Merger dated
                               September 17, 1996 by and among Rhodes,
                                   Inc., a Georgia corporation, Heilig- Meyers
                               Company, a Virginia corporation, and HM
                          Merger Subsidiary, Inc., a Georgia
                                    corporation and a wholly owned subsidiary of
                                    Heilig-Meyers, filed as Exhibit 2 to Heilig-
                                 Meyers' Form 8-K filed September 25, 1996
                                   (the "Form 8-K"), is incorporated herein by
  reference.

       Exhibit 2 -                The Voting Agreement dated as of September
                            17, 1996, by and among Heilig-Meyers
                            Company, a Virginia corporation, WPS
                          Investors, L.P., a Georgia limited
                                 partnership, and Green Capital Investors,
                                  L.P., a Georgia limited partnership, filed
                           as Exhibit 99.2 to the Form 8-K, is
                         incorporated herein by reference.

       Exhibit 3 -                Letter Agreement dated as of September 17,
                                  1996 between Heilig-Meyers Company and HTG
                  Corp. Profit Sharing Plan.

      Exhibit 4 -                Agreement between Irwin L. Lowenstein and
                                   Heilig-Meyers Company dated as of September
 17, 1996.

Exhibit 5 -                Agreement between Joel H. Dugan and
                                   Heilig-Meyers Company dated as of September
 17, 1996.

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 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.                                                                        

        September 27, 1996

           HEILIG-MEYERS COMPANY

               By: /s/ Joseph R. Jenkins
               Joseph R. Jenkins
                                Executive Vice President and Chief
               Financial Officer

 INDEX TO EXHIBITS

       Exhibit 3 -                Letter Agreement dated as of September 17,
                                  1996 between Heilig-Meyers Company and HTG
                  Corp. Profit Sharing Plan.

      Exhibit 4 -                Agreement between Irwin L. Lowenstein and
                                   Heilig-Meyers Company dated as of September
 17, 1996.

Exhibit 5 -                Agreement between Joel H. Dugan and
                                   Heilig-Meyers Company dated as of September
 17, 1996.

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		9/27/96		7
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