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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 18, 1997
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Resource Bancshares Mortgage Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-21786 57-0962375
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification
of incorporation) Number)
7909 Parklane Road, Columbia, South Carolina 29223
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 741-3000
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ITEM 5. OTHER EVENTS.
On April 18, 1997 Resource Bancshares Mortgage Group, Inc. ("RBMG")
entered into (i) a definitive merger agreement with Walsh Holding Co., Inc.
("Walsh") and (ii) a definitive merger agreement with Resource Bancshares
Corporation ("RBC").
Walsh, through its primary operating subsidiary, Walsh Securities,
Inc., specializes in the origination, purchase, sale and securitization of
subprime residential mortgage loans. Walsh originated and purchased
approximately $660 million of nonconforming loans during 1996 and approximately
$250 million of nonconforming loans during the three months ended March 31,
1997.
RBC was the founder of RBMG and owns approximately 7.4 million, or 38%,
of RBMG's common stock, par value of $.01 per share ("Common Stock"),
outstanding. In addition, RBC has commercial real estate mortgage banking and
small-ticket equipment leasing operations. RBC's commercial real estate loan
production for 1996 was approximately $510 million and its commercial servicing
portfolio was approximately $2.3 billion at December 31, 1996. RBC originated
approximately $60 million of lease receivables during 1996 and serviced
approximately $80 million of lease receivables at December 31, 1996.
The mergers with RBC and Walsh are structured to qualify as tax-free
reorganizations and are subject to shareholder and regulatory approvals. In the
merger with Walsh, which is structured to be accounted for as a
pooling-of-interests, RBMG will issue approximately 21.4 million shares of
Common Stock. In the merger with RBC, which will be accounted for as a
"purchase" for financial reporting purposes, RBMG will issue 2 million shares of
Common Stock in addition to the approximately 7.4 million shares of Common Stock
currently owned by RBC. Following the two mergers, there will be approximately
43.6 million shares of RBMG Common Stock outstanding.
In connection with the merger with Walsh, RBMG will be renamed "BCA
Financial Corp." Edward J. Sebastian will continue as Chairman and Chief
Executive Officer of the merged company; Robert C. Walsh will become President
and will be responsible for subprime mortgage activities; David W. Johnson, Jr.
will continue as Vice Chairman and Managing Director and will continue to manage
the prime mortgage business; and Steven F. Herbert will continue as Senior
Executive Vice President and Chief Financial Officer.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RESOURCE BANCSHARES MORTGAGE
GROUP, INC.
Date: April 21, 1997 By: /s/ Edward J. Sebastian
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Edward J. Sebastian, Chairman
and Chief Executive Officer
