<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Resource Bancshares Mortgage Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
761197102
(CUSIP Number)
Alan Patricof Lawrence G. Goodman, Esq.
Patricof & Co. Ventures, Inc. Shereff, Friedman, Hoffman & Goodman, LLP
445 Park Avenue 919 Third Avenue
New York, New York 10022 New York, New York 10022
(212) 753-6300 (212) 758-9500
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 26, 1998
(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 statement because of Rule 13d-1(b) (3) or (4), check the
following: / /.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 disclosures provided in a prior cover page.
The 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 761197102 Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patricof & Co. Ventures, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 822,993
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
822,993
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
822,993
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2 of ___
<PAGE>
SCHEDULE 13D
CUSIP No. 761197102 Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APA Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 658,395
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
658,395
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,395
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER
PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND
THE SIGNATURE ATTESTATION.
2 of ___
<PAGE>
SCHEDULE 13D
CUSIP No. 761197102 Page 4 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan Patricof
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 822,993
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
822,993
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
822,993
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2 of ___
<PAGE>
Amendment No. 1
Schedule 13D
Resource Bancshares Mortgage Group, Inc.
This Amendment No. 1 to the Statement on Schedule 13D
amends and supplements the Statement on Schedule 13D relating to the
event date of December 31, 1997 filed by Patricof & Co. Ventures, Inc.,
Alan Patricof and APA Partners relating to the common stock (the "Common
Stock") of Resource Bancshares Mortgage Group, Inc. (the "Company"),
whose principal executive offices are located at 7909 Parklane Road,
Suite 150, Columbia, S.C. 29223. Capitalized terms used herein and not
defined herein shall have the meanings assigned thereto in the Schedule
13D.
Item 5. Interest in Securities of Issuer.
Item 5 is amended to read as follows:
Except as specifically provided for herein, each of
the Reporting Persons disclaims beneficial ownership of the shares of
Common Stock beneficially owned by any of the other Reporting Persons.
Patricof may be deemed to be the beneficial owner of
164,598 shares of Common Stock owned by Excelsior Jersey and 658,395
shares of Common Stock owned by Excelsior II, which shares represent
approximately 0.7% and 2.8% of the issued and outstanding Common Stock.
Patricof is the investment advisor to Excelsior Jersey and, as such, may
be deemed to have shared voting and dispositive power with respect to
164,598 shares of Common Stock. Patricof is the manager of Excelsior II
and, as such, may be deemed to have shared voting and dispositive power
with the general partners of Excelsior II with respect to 658,395 shares
of Common Stock.
APA may be deemed to be the beneficial owner of
658,395 shares of Common Stock owned by Excelsior II, which shares
represent approximately 2.8% of the issued and outstanding Common Stock.
APA is the general partner of Excelsior II and, as such, may be deemed
to have shared voting and dispositive power with Patricof (as described
above) with respect to 658,395 shares of Common Stock.
Alan Patricof may be deemed to be the beneficial owner
of 164,598 shares of Common Stock owned by Excelsior Jersey and 658,395
shares of Common Stock owned by Excelsior II, which shares represent
approximately 0.7%, and 2.8% of the issued and outstanding shares of
Common Stock, respectively. As the Chairman of the Board of Patricof and
a general partner of APA, Mr. Patricof may be deemed to have shared
voting and dispositive power with respect to 822,993 shares of Common
Stock owned by Excelsior Jersey and Excelsior II.
5
<PAGE>
The percentage of beneficial ownership of the
Reporting Persons is based on 23,353,284 outstanding shares of Common
Stock of the Company on February 28, 1998 as reported to the Reporting
Persons by an officer of the Company.
The transactions in the Common Stock effected by the
Reporting Persons during the past 60 days are set forth on Annex A
hereto. All such transactions were effected in the open market.
The Reporting Persons ceased to be the beneficial
owners of five percent (5%) or greater of the outstanding Common Stock
on February 2, 1998.
6
<PAGE>
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.
Dated: March 30, 1998
Patricof & Co. Ventures, Inc.
By: /s/ Alan Patricof
Name: Alan Patricof
Title: Co-Chairman of the Board
7
<PAGE>
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.
Dated: March 30, 1998
By: /s/ Alan Patricof
Alan Patricof
8
<PAGE>
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.
Dated: March 30, 1998
APA Partners
By: /s/ Alan Patricof
Name: Alan Patricof
Title: General Partner
9
<PAGE>
Annex A
RESOURCE BANCSHARES MORTGAGE GROUP INC. (REMI) (NASDAQ)
SALES:
Shares Sold
Shares Sold APA Excelsior Venture Capital
Trade Date Price APA Excelsior II Holdings (Jersey) Limited
---------- ----- ---------------- -------------------------
1/7/98 $16.6250 8,000 2,000
1/8/98 $16.7292 72,000 18,000
1/12/98 $16.8188 8,000 2,000
1/13/98 $17.2500 28,000 7,000
1/16/98 $17.2500 32,000 8,000
1/30/98 $15.6875 4,000 1,000
2/2/98 $16.2188 8,000 2,000
2/3/98 $16.0000 2,000 500
2/9/98 $16.2500 8,000 2,000
2/25/98 $16.1250 2,000 500
2/26/98 $16.1250 20,000 5,000
2/27/98 $16.1875 4,000 1,000
3/6/98 $16.0000 24,800 6,200
3/9/98 $16.0573 96,000 24,000
3/10/98 $16.0000 8,000 2,000
3/11/98 $16.0278 36,000 9,000
3/12/98 $16.1818 44,000 11,000
3/13/98 $16.7500 12,000 3,000
3/17/98 $16.0642 12,000 3,000
3/18/98 $16.3750 4,000 1,000
10
<PAGE>
