<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 31, 1997
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commission File 000-21786
-------------------------
STATE OF DELAWARE 57-0962375
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7909 Parklane Road, Columbia, SC 29223
-------------------------------------- ----------
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (803)741-3000
-------------------
1
<PAGE> 2
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
Form 8-K
TABLE OF CONTENTS OF INFORMATION REQUIRED IN REPORT
PAGE
Item 1. Changes in Control of Registrant 3
Item 2. Acquisition or Disposition of Assets 3
Item 7. Financial Statements and Exhibits 3
Signatures 4
Exhibit Index 5
2
<PAGE> 3
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On December 31, 1997, as a result of the transaction described in Item 2.
Acquisition or Disposition of Assets, below, Resource Bancshares Corporation
("RBC"), which previously had been the controlling shareholder of the
Registrant, became a wholly owned subsidiary of the Registrant. To the
Registrant's knowledge no shareholder currently has a controlling interest in
the Registrant.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 31, 1997, the Registrant acquired all of the outstanding stock of
RBC (a company engaged in the small ticket equipment leasing and commercial
mortgage banking businesses) as a result of a merger of a wholly owned
subsidiary of the Registrant with and into RBC. In the merger, each outstanding
share of RBC voting and nonvoting common stock was converted into the right to
receive 1.13747 shares of the Registrant's common stock, par value $0.01 per
share. Before the merger, RBC was the controlling shareholder of the Registrant,
holding approximately 36.4% of the Registrant's outstanding common stock.
Information concerning the merger and RBC and its businesses, assets and
liabilities can be found in the Registrant's and RBC's Joint Proxy
Statement/Prospectus dated December 2, 1997 filed with the Securities and
Exchange Commission (the "Commission") on December 2, 1997 pursuant to Rule
424(b) which is included as an Exhibit hereto and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
Historical financial statements of RBC for the year ended December 31, 1996 and
the nine months ended September 30, 1997 set forth on pages F-1 through F-25 in
the Registrant's and RBC's Joint Proxy Statement/Prospectus dated December 2,
1997 filed with the Commission on December 2, 1997 pursuant to Rule 424 (b)
which is included as an Exhibit hereto and incorporated herein by reference.
b) Pro Forma Financial Statements.
Pro forma combined financial statements of the Registrant and RBC for the year
ended December 31, 1996 and the nine months ended September 30, 1997 set forth
on pages 56 - 61 in the Registrant's and RBC's Joint Proxy Statement/Prospectus
dated December 2, 1997 filed with the Commission on December 2, 1997 pursuant to
Rule 424 (b) which is included as an Exhibit hereto and is incorporated herein
by reference.
(c) Exhibits.
2.1 Agreement of Merger dated as of April 18, 1997, as amended by First
Amendment to Agreement of Merger dated September 18, 1997 and Second Amendment
to Agreement of Merger dated as of December 12, 1997, as set forth on pages A-1
through A-33 in the Registrant's and RBC's Joint Proxy Statement/Prospectus
dated December 2, 1997 filed with the Commission on December 2, 1997 pursuant to
Rule 424(b) is incorporated herein by reference.
3
<PAGE> 4
20.1 The Registrant's and RBC's Joint Proxy Statement/Prospectus dated December
2, 1997 filed with the Commission on December 2, 1997 pursuant to Rule 424(b) is
incorporated herein by reference.
23.1 Consent of Price Waterhouse
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.
By:
/s/ Steven F. Herbert
----------------------------------------
Steven F. Herbert
Senior Executive Vice President and
Chief Financial Officer
Dated January 15, 1998
4
<PAGE> 5
INDEX TO EXHIBITS
EXHIBIT
No. DESCRIPTION PAGE
- ------- ----------- ----
2.1 Agreement of Merger dated as of April 18, 1997, as amended by *
First Amendment to Agreement of Merger dated September 18, 1997
and Second Amendment to Agreement of Merger dated as of
December 12, 1997, as set forth on pages A-1 through A-33 in the
Registrant's and RBC's Joint Proxy Statement/Prospectus dated
December 2, 1997 filed with the Commission on December 2, 1997
pursuant to Rule 424 (b) is incorporated herein by reference.
20.1 The Registrant's and RBC's Joint Proxy Statement/Prospectus dated *
December 2, 1997 filed with the Commission on December 2, 1997
pursuant to Rule 424(b) is incorporated herein by reference.
23.1 Consent of Price Waterhouse ___
5
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this current report on
Form 8-K of Resource Bancshares Mortgage Group, Inc. of our report dated
February 28, 1997, relating to the financial statements of Resource Bancshares
Corporation included in the Registration Statement of Form S-4 (No. 333-29245)
dated December 2, 1997 filed by Resource Bancshares Mortgage Group, Inc.
PRICE WATERHOUSE LLP
Columbia, South Carolina
November 26, 1997
