UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No.8)1
The Dixie Group, Inc.
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(Name of Issuer)
Common Stock, $3.00 par value per share
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(Title of Class of Securities)
255519100
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(CUSIP Number)
Robert G. Moses
6621 Willow Park Drive
Suite One
Naples, FL 34109
Tel: (239)-593-1280
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 2008
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 240.13d-1(b)(e), 240.13d-1(f) or
240.13d-1(g) check the following box [ ].
(1) 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.
This 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).
CUSIP NO. 255519100
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
RGM Capital, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC*
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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
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 1,127,693**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
1,127,693**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,127,693**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.57%
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14. TYPE OF REPORTING PERSON
00 (LLC)
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*See Item 3
**See Item 2 and 5
CUSIP NO. 255519100
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
Robert G. Moses
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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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
United States
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 1,127,693**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,127,693**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,127,693**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.57%
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14. TYPE OF REPORTING PERSON
IN
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*See Item 3
**See Item 2 and 5
CUSIP NO. 255519100
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (entities only)
DUMAC, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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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
United States
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 816,584**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
816,584**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
816,584**
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.93%
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14. TYPE OF REPORTING PERSON
00 (LLC)
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*See Item 3
**See Item 2 and 5
THE PURPOSE OF THIS AMENDMENT NO. 8 TO SCHEDULE 13D IS TO AMEND THE
OWNERSHIP REPORTS OF THE REPORTING PERSONS. THE INFORMATION BELOW
SUPPLEMENTS THE INFORMATION PREVIOUSLY PROVIDED.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, $3.00 par
value per share (the "Common Stock"), of The Dixie Group, Inc.,
a Tennessee corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 345-B Nowlin Lane, Chattanooga,
Tennessee 37421.
ITEM 2. IDENTITY AND BACKGROUND.
(a-c, f) This Statement is filed jointly by RGM Capital, LLC
("RGM Capital"), Robert G. Moses, and DUMAC, LLC ("DUMAC"), (together,
the "Reporting Persons"). Mr. Moses is the managing member of RGM
Capital, LLC. RGM Capital is an investment manager for DUMAC. RGM
Capital's and Robert G. Moses' principal business address is located at
6621 Willow Park Drive, Suite One, Naples, FL 34109. DUMAC's principal
business address is located at 406 Blackwell Street, Suite 300, Durham,
NC 27701.
(d-e) Neither RGM Capital, Mr. Moses, nor DUMAC have during
the past five years been convicted of any criminal proceeding, nor been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds used to purchase the securities reported herein
was the working capital of private investment funds and a separately managed
account over which the reporting persons have investment discretion. The
aggregate funds used by the Reporting Persons to make the purchases was
$12,690,356 inclusive of commissions.
ITEM 4. PURPOSE OF TRANSACTION.
The securities reported herein were acquired for, and are being held
for, investment purposes by the Reporting Persons on behalf of private
investment funds and a separately managed account over which the reporting
persons have investment discretion. The acquisitions of the securities reported
herein were made in the ordinary course of the Reporting Persons' business.
The Reporting Persons will take such future actions with respect
to the securities reported herein as the Reporting Persons may deem
appropriate in light of the circumstances existing, from time to time,
which may include further acquisitions of shares of Common Stock or
disposal of some or all of the shares of Common Stock currently owned by
the Reporting Persons or otherwise acquired by the Reporting Persons.
In addition, the Reporting Persons may engage in communications
with one or shareholders, officers or directors of the Issuer, including
discussions regarding the Issuer's operations and strategic direction that,
if effected, could result in, among other things: (a) the acquisition by
the Reporting Persons 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
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, by-laws
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 interdealer 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 those
enumerated above. Except to the extent that the foregoing may be deemed to
be a plan or proposal, the Reporting Persons does not currently have any
plans or proposals that relate to or would result in any of the actions
specified in clause (a) through (j) of Item 4 of Schedule 13D. The Reporting
Persons reserves the right, based on all relevant factors and subject to
applicable law, at any time and from time to time, to review or reconsider
their position, change their purpose, take other actions (including actions
that could involve one or more of the types of transactions or have one or
more of the results described in paragraphs (a) through (j) of Item 4 of the
Schedule 13D) or formulate and implement plans or proposal with respect to
any of the foregoing.
Any future decision of the Reporting Persons to take any such
actions with respect to the Issuer or its securities will take into account
various factors, including the prospects of the Issuer, general market and
economic conditions and other deemed relevant.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b). As of the date hereof, RGM Capital, LLC may be deemed the
beneficial owner of 1,127,693 shares of Issuer Common Stock, representing
approximately 9.57% of the Issuer's outstanding Common Stock based upon the
11,788,779 outstanding shares of Common Stock as reported in the Issuer's
Form 10-Q for the fiscal quarter ended September 27, 2008.
RGM Capital shares the power to vote or direct the vote of 1,127,693
Shares to which this filing relates.
RGM Capital has the sole power to vote or direct the vote of 0 Shares
to which this filing relates.
RGM Capital shares the power to dispose or direct the disposition of
1,127,693 shares to which this filing relates.
RGM Capital has the sole power to dispose or direct the disposition of
0 shares to which this filing relates.
As of the date hereof, Robert G. Moses may be deemed the beneficial
owner of 1,127,693 shares of Issuer Common Stock, representing approximately
9.57% of the Issuer's outstanding Common Stock based upon the 11,788,779
outstanding shares of Common Stock as reported in the Issuer's Form 10-Q for
the fiscal quarter ended September 27, 2008.
Robert G. Moses shares the power to vote or direct the vote of
1,127,693 Shares to which this filing relates.
Robert G. Moses has the sole power to vote or direct the vote of 0
Shares to which this filing relates.
Robert G. Moses shares the power to dispose or direct the disposition
of 1,127,693 shares to which this filing relates.
Robert G. Moses has the sole power to dispose or direct the
disposition of 0 shares to which this filing relates.
As of the date hereof, DUMAC may be deemed the beneficial owner
of 816,584 shares of Issuer Common Stock, representing approximately 6.93% of
the Issuer's outstanding Common Stock based upon the 11,788,779 outstanding
shares of Common Stock as reported in the Issuer's Form 10-Q for the fiscal
quarter ended September 27, 2008.
DUMAC shares the power to vote or direct the vote of 816,584 Shares
to which this filing relates.
DUMAC has the sole power to vote or direct the vote of 0 Shares to
which this filing relates.
DUMAC shares the power to dispose or direct the disposition of 816,584
shares to which this filing relates.
DUMAC has the sole power to dispose or direct the disposition of 0
shares to which this filing relates.
(c) The following transactions in the Issuer's Common Stock were
effected by the Reporting Person during the sixty (60) days preceding the
date of this report. All of such transactions represent open market
transactions.
Sales By RGM Capital, LLC
Trade Date Shares Price/Share
--------- ------- -----------
12/17/2008 124,900 1.8500
12/22/2008 250,700 1.7000
(d-e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Neither of the Reporting Persons have any contract, arrangement,
understanding or relationship with any person with respect to the Common
Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement
SIGNATURES
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.
December 29, 2008
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(Date)
RGM Capital, LLC
By: /s/ Robert G. Moses
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Robert G. Moses, Managing Member
/s/ Robert G. Moses
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Robert G. Moses
DUMAC, LLC
By: /s/ David R. Shumate
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David R. Shumate
Exhibit A
AGREEMENT
The undersigned agree that this amendment No. 8 to Schedule 13D dated December
22, 2008, relating to the Common Stock, $3.00 par value, of The Dixie Group,
Inc. shall be filed on behalf of the undersigned.
December 29, 2008
----------------------------------------
(Date)
RGM Capital, LLC
By: /s/ Robert G. Moses
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Robert G. Moses, Managing Member
/s/ Robert G. Moses
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Robert G. Moses
DUMAC, LLC
By: /s/ David R. Shumate
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David R. Shumate