CUSIP No. 74955U 10 3 Page 1 of 7 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. _)*
RFS Bancorp, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
74955U 10 3
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(CUSIP Number)
James J. McCarthy
Revere Federal Savings Bank
310 Broadway, Revere, Massachusetts 02151
Telephone No. (781) 284-7777
Copy to:
Richard A. Schaberg, Esq.
Thacher Proffitt & Wood
1700 Pennsylvania Avenue, NW Suite 800
Washington, DC 20006
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 18, 1998
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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 which 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 [ ].
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Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-b) 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 the disclosures provided in a prior cover page.
The information required in 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
CUSIP No. 74955U 10 3 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Revere, MHC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 494,767
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 494,767
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
494,767
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.0%
14 TYPE OF REPORTING PERSON*
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLULDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer
The securities to which this Schedule 13D relate are the shares
of common stock, par value $.01 per share (the "Common Stock"), of RFS
Bancorp, Inc. (the "Issuer"), a federally chartered corporation having its
principal executive office at 310 Broadway, Revere, Massachusetts 02151.
Item 2. Identity and Background
(a)-(c) This Schedule 13D is being filed by Revere, MHC, a federally
chartered mutual holding company (the "MHC" or the "Company"). The
Company's principal business is holding 53.0% of the Common Stock of the
Issuer. The business address of the Company is 310 Broadway, Revere,
Massachusetts 02151.
The following information is being provided with respect to each
executive officer and director of the Company ("Insiders").
<TABLE>
<CAPTION>
Name Principal Occupation or Employment
---- ----------------------------------
<S> <C>
Ernest F. Becker Vice Chairman and Director;
Retired - Previously President of Whitmore Company,
an engineering company
Arno P. Bommer Chairman of the Board and Director;
Retired from a dental practice
Theodore E. Charles Director;
Chairman of the Board and Chief Executive Officer of
Investors Capital Holding.
Anthony R. Conte Director;
Practicing Attorney - Regional Solicitor of the U.S.
Department of the Interior, Northeast Division
Carmen R. Mattuchio Director;
Owner of Burnett & Moynihan, Inc., a building
materials supplier
James J. McCarthy Director, President and Chief Executive Officer
J. Michael O'Brien Director;
President and Chief Executive Officer and a
principal of Eagle Air Freight; Trustee and a
principal of O'Brien Realty Trust.
Angelo A. Todisco Director;
Retired licensed public adjuster and president of
DePiano & Todisco Adjusters, Inc.
John J. Verrengia Director; Certified public accountant; self-employed
as principal accountant of John J. Verrengia, CPA, a
professional corporation.
<CAPTION>
Executive Officers Who Are Not Directors
- ----------------------------------------
<S> <C>
Anthony J. Patti Executive Vice President and Chief Financial Officer
Judith E. Teneglia Treasurer
</TABLE>
(d) During the last five years, neither the Company nor the Insiders
have been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the past five years, neither the Company nor the Insiders
have been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in the Company or any of the
Insiders being 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.
(f) All of the Insiders are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
Note: Information provided for this item reflects events from
December 18, 1998, the date of the event which requires filing of this
schedule.
On December 18, 1998, the Issuer was formed for the purpose of
becoming the stock holding company of Revere Federal Savings Bank (the
"Bank") and the Company was formed for the purpose of becoming the mutual
holding company parent of the Issuer. Pursuant to the Plan of
Reorganization (the "Plan of Reorganization"), the Bank became the wholly-
owned subsidiary of the Issuer, which became a majority-owned subsidiary of
the Company (the "Mutual Holding Company Reorganization"). On December 18,
1998, 494,767 shares of Common Stock were issued to the Company and 438,756
shares of Common Stock were issued to members of the Bank and others.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to the Insiders:
<TABLE>
<CAPTION>
Amount and
Nature Percent of
Position with of Beneficial Common Stock
Name the Company(1) Ownership(2) Outstanding
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<S> <S> <C> <C>
Ernest F. Becker Vice- Chairman and
Director 1,000 .23%
Arno P. Bommer Chairman of the Board
and Director 10,500 2.39
Anthony R. Conte Director 3,500 .37
Theodore E. Charles Director 15,000 3.42
Carmen R. Matthuchio Director 15,000 3.42
James J. McCarthy President, Chief Executive
Officer and Director 15,000 3.42
J. Michael O'Brien Director 1,000 .23
Angelo A. Todisco Director 2,000 .46
John J. Verrengia Director 6,942 1.58
All directors and executive
officers as a group (10 persons) 82,511 18.81%
<FN>
<F1> All shares listed above were bought on December 18, 1998 in connection
with the Mutual Holding Company Reorganization.
</FN>
</TABLE>
Item 4. Purpose of Transaction
The primary purpose of the Mutual Holding Company Reorganization,
which involved the conversion of the Bank from a mutual to a stock form of
organization and the establishment of the Issuer and the Company, was to
establish a structure which will enable the Bank to compete more effectively
with local community banks and thrift institutions and with statewide and
regional banks. In particular, the formation of the Issuer as a subsidiary
of the Company permitted the Issuer to issue Common Stock, which is a source
of capital not available to mutual savings banks. The holding company form
of organization is expected to provide additional flexibility to diversify
the Bank's business activities through existing or newly formed
subsidiaries, or through acquisitions of or mergers with other financial
institutions, as well as other companies.
The purpose of the acquisition of shares of the Issuer's Common Stock
reported herein is for investment. However, the shares reported on this
Schedule 13D were issued to the Company and the Company has the intention of
exercising control over the Issuer. The shares reported on this schedule
13D were not purchased by the Insiders with the intention of exercising
control over the Issuer. While the Company and the Insiders intend to
exercise their rights as majority stockholder and stockholders,
respectively, they do not currently have any plans or proposals which relate
to or 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 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
terms 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) any change in the Issuer's charter, by-laws, or other 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 be
authorized to be quoted in an inter-dealer quotation system or 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 Securities Exchange Act of 1934, as amended; or (j) any
action similar to any of those enumerated above.
In the future, Revere, MHC and/or the Insiders may determine to
purchase additional shares of the Issuer's Common Stock (or other securities
of the Issuer) or it may determine to sell shares of the Issuer's Common
Stock. Any such determination will depend on a number of factors, including
general economic conditions, market prices for the Common Stock, receipt of
any necessary regulatory approval and other factors.
Item 5. Interest in Securities of the Issuer
(a) Revere, MHC directly and beneficially owns an aggregate of
494,767 shares of Common Stock or 53.0% of the shares
outstanding on December 18, 1998, as calculated by the Issuer.
See Item 3 for information with respect to the Insiders
regarding beneficial ownership of the Issuer's Common Stock.
(b) Revere, MHC has sole power to vote or to direct the vote of and
has sole power to dispose of to direct the disposition of
494,767 shares of Common Stock. The Insiders individually have
the sole power to vote and the sole power to dispose of the
shares of Common Stock owned by them.
(c) Except for the shares purchased on December 18, 1998, neither
the Company nor any of the other individuals identified in Item
2 hereof has effected any transaction in the Issuer's Common
Stock within the past 60 days.
(d) No person or entity other than the Company has the right to
receive, or the power to direct the receipt of dividends from,
or the proceeds from the sale of the shares of the Issuer's
Common Stock reported in this schedule.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As of the date of this Schedule 13D, neither the Company nor any of
the other individuals identified in Item 2 hereof is a party to any
contract, arrangement, understanding or relationship (legal or otherwise)
among themselves or with any other person or persons with respect to the
Common Stock, including but not limited to transfer or voting of any of the
Common Stock, finder's fees, joint ventures, loan or option arrangements,
put or calls, guarantees of profits, division of profits or loss, the giving
or withholding of proxies or pledge or otherwise subject to a contingency
the occurrence of which would give another person voting or investment power
over the Common Stock.
Item 7. Material Required to Be Filed as Exhibits
None.
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.
Revere, MHC
By: /s/ James J. McCarthy
---------------------------------
President and Chief Executive Officer
January 20, 1999
