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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (or Date of Earliest Event Reported): February 6, 1998
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-21786 57-0962375
(State of incorporation (Commission File Number) (IRS Employer
or organization) Identification No.)
7909 Parklane Road
Columbia, South Carolina 29223
(Address of principal executive offices)
(803) 741-3000
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
I. Rights Plan
On February 6, 1998, the Board of Directors of Resource Bancshares
Mortgage Group, Inc. (the "Company"), authorized the issuance of one right (a
"Right") with respect to each outstanding share of common stock, par value of
0.01 per share ("Common Stock") of the Company as of the close of business on
February 16, 1998. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") dated February 6, 1998, between the
Company and First Chicago Trust Company of New York (the "Rights Agent").
DETACHMENT OF RIGHTS; EXERCISE. Initially, the Rights will attach to
certificates of outstanding shares of Common Stock and no separate Right
Certificate will be distributed. The Rights will become exercisable and separate
from the shares of Common Stock upon the earlier of (i) ten days after the date
(the "Stock Acquisition Date") of a public announcement that a person or group
of affiliated or associated persons has acquired beneficial ownership of 15% or
more of the outstanding Common Stock of the Company (such person or group being
hereinafter referred to as an "Acquiring Person"); or (ii) ten business days (or
such later date as the Board may determine) following the commencement or
announcement of an intention to make a tender offer or exchange offer the
consummation of which would result in a person or group becoming the beneficial
owner of 15% or more of the outstanding Common Stock (the earlier of such dates
in clauses (i) and (ii) being called the "Distribution Date"). Shares of
Common Stock beneficially owned by the Company or any subsidiary of the Company
will not be considered outstanding for purposes of calculating the percentage
ownership of any person.
Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) the Rights will be evidenced by the certificates for the Common
Stock, (ii) the Rights will be transferred with and only with the Common Stock,
(iii) new Common Stock certificates issued after February 16, 1998, upon
transfer or new issuance of the Common Stock will contain a notation
incorporating the Rights Agreement by reference, and (iv) the surrender for
transfer of any certificates for Common Stock outstanding as of February 16,
1998, even without such notation, will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. When they
become exercisable, each Right initially entitles the registered holder to
purchase from the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock $.01 par value per share ("Preferred Stock") of
the Company at a price of $83.00 per one one-hundredth of a share of Preferred
Stock (the "Purchase Price"), subject to adjustment. The Rights will expire on
February 16, 2008 (the "Final Expiration Date"), unless the Final Expiration
Date is extended or the Rights are earlier redeemed or exchanged by the Company
as described below.
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If a Person were to become an Acquiring Person, each Right then
outstanding (other than Rights beneficially owned by the Acquiring Person which
would become null and void) would become a right to buy for the Purchase Price
that number of shares of Common Stock that at the time of such acquisition would
have a market value of two times the Purchase Price. If, however, the Board of
Directors of the Company determines in good faith that a Person who would
otherwise be an Acquiring Person, has become such inadvertently, and such Person
divests a sufficient number of shares of Common Stock by such deadline as the
Board of Directors shall set, then such Person shall not be deemed to be an
Acquiring Person for any purposes of the Rights Agreement.
If the Company is acquired in a merger or other business combination
transaction or more than 50% of its consolidated assets or earning power are
sold other than in the ordinary course of business, proper provision will be
made so that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price, that number of
shares of common stock of the acquiring company which at the time of such
transaction would have a market value of two times the Purchase Price.
Each of the following persons will not be deemed to be an Acquiring
Person even if they have acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding Common Stock of the Company: (i) the
Company, any subsidiary of the Company, or any employee benefit plan of the
Company or of any subsidiary of the Company and (ii) any person who would
otherwise become an Acquiring Person solely by virtue of a reduction in the
number of outstanding shares of Common Stock unless and until such person shall
become the beneficial owner of any additional shares of Common Stock.
REGISTRATION. The offer and sale of the Preferred Stock, Common Stock
or other securities issuable upon exercise of the Rights will be registered with
the Securities and Exchange Commission but such registration will not be
effective until the Rights become exercisable. As described above, however, the
Rights will not be transferable separately from the Common Stock until the
Distribution Date.
ANTIDILUTION AND OTHER ADJUSTMENTS. The number of shares of Preferred
Stock, Common Stock or other securities or property issuable upon exercise of
the Rights, and the Purchase Price payable, are subject to customary adjustments
from time to time to prevent dilution.
EXCHANGE OPTION. At any time after a Person becomes an Acquiring Person
and before the acquisition by a Person of 50% or more of the outstanding Common
Stock of the Company, the Board of Directors may, at its option, issue Common
Stock or common stock equivalents of the Company in mandatory redemption of, or
in exchange for, all or part of the then outstanding exercisable Rights (other
than Rights owned by such Acquiring Person which would become null and void) at
an exchange ratio of one share of Common Stock, or common stock equivalents
equal to one share of Common Stock, per Right, subject to adjustment.
REDEMPTION OF RIGHTS. At any time prior to the Stock Acquisition Date,
the Board of Directors of the Company may redeem all, but not less than all, of
the then outstanding Rights at
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a price of $.01 per Right (the "Redemption Price"). The redemption of the
Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon the action of the Board of Directors ordering redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
NO RIGHTS AS STOCKHOLDER. Until a Right is exercised, the holder
thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends.
AMENDMENT OF RIGHTS. The terms of the Rights may be amended by the
Company without the consent of the holders of the Rights, except that after the
Stock Acquisition Date no such amendment may adversely affect the interests of
holders of the Rights.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, filed
herewith as Exhibit 4.1, as the same may be amended from time to time, which is
hereby incorporated herein by reference. Capitalized terms in this description
are defined in the Rights Agreement.
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ITEM 7. Financial Statements and Exhibits
(c) Exhibits
(4) Instruments defining rights of security holders,
including indentures:
4.1 Rights Agreement dated as of February 6,
1998 between Resource Bancshares Mortgage
Group, Inc. and First Chicago Trust Company
of New York, which includes the Form of
Certificate of Designations for the
Preferred Stock as Exhibit A, the Form of
Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred
Stock as Exhibit C (incorporated herein by
reference to Exhibit 4.1 to the Company's
Form 8-A Registration Statement filed
February 9, 1998 (File No.000-21786)).
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SIGNATURE
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, thereunto duly authorized.
Dated: February 9, 1998
RESOURCE BANCSHARES MORTGAGE
GROUP, INC.
By: /s/ Steven F. Herbert
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Name: Steven F. Herbert
Title: Senior Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No. Exhibit Description
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<S> <C>
(4) Instruments defining the rights of security holders, including
indentures:
4.1 Rights Agreement dated as of February 6, 1998
between Resource Bancshares Mortgage Group, Inc. and
First Chicago Trust Company of New York, which
includes the Form of Certificate of Designations for
the Preferred Stock as Exhibit A, the Form of Right
Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Stock as Exhibit C (incorporated
herein by reference to Exhibit 4.1 to the Company's
Form 8-A Registration Statement filed February 9,
1998 (File No.000-21786)).
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