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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Resource Bancshares Mortgage Group, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value Per Share
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(Title of Class of Securities)
761197102
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(CUSIP Number)
Edward J. Sebastian
Suite 650, 1901 Main Street
Columbia, South Carolina 29201
(803) 799-2256
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1997
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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(b)(3) or (4), check the following box [ ].
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).
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CUSIP NO. 761197102
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1. Names of Reporting Persons
Resource Bancshares Corporation
I.R.S. Identification Nos. of Above Persons (entities only)
57-0833038
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
South Carolina
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Number of Shares (7) Sole Voting Power -0-
Shares Beneficially -----------------------------------------------------
Owned by (8) Shared Voting Power -0-
Each Reporting -----------------------------------------------------
Person With (9) Sole Dispositive Power -0-
With -----------------------------------------------------
(10) Shared Dispositive Power -0-
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person -0-
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12. Check if Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
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13. Percent of Class Represented by Amount in Row (11) 0%
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14. Type of Reporting Person CO
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AMENDMENT NO. 2 TO SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
Resource Bancshares Corporation ("RBC") hereby amends the statement on
Schedule 13D dated March 15, 1996, as amended by Amendment No. 1 to Schedule 13D
dated April 18, 1997 (the original Schedule 13D, as amended by Amendment No. 1,
is referred to hereinafter as the "Schedule 13D"), with respect to the common
stock, $.01 par value per share, of Resource Bancshares Mortgage Group, Inc., a
Delaware corporation ("RBMG"). Capitalized terms used but not defined herein
shall have the meanings given them in the Schedule 13D.
The purpose of this amendment is to report that, due to the
consummation of the Merger described in Item 4, RBC disclaims beneficial
ownership of all shares of Common Stock held of record by it effective as of
December 31, 1997. Items not included in this amendment are either not amended
or no longer applicable.
Because RBC has ceased to be the beneficial owner of any registered
equity securities of RBMG, this Amendment No. 2 is the final filing that will be
made by RBC with respect to its beneficial ownership of such securities unless
and until RBC again becomes the beneficial owner of more than five percent of
such securities.
ITEM 3. Source and Amount of Funds or Other Consideration.
The last two sentences of Item 3 are deleted and replaced with the following:
"On September 24, 1996, the Issuer effected a seven percent stock
dividend, and on December 31, 1997, the Issuer effected a five percent stock
dividend. As a result, as of December 31, 1997, RBC holds of record 7,767,099
shares of Common Stock. However, because of the consummation of the Merger
described in Item 4 effective as of December 31, 1997, the Issuer holds all of
the shares of RBC entitled to vote in the election of RBC's directors, and, as
described in Item 5, RBC disclaims beneficial ownership of all shares of Common
Stock held of record by it."
ITEM 4. Purpose of Transaction.
Item 4 is amended to read as follows:
"The purpose of the acquisition of the Original Shares was to
facilitate the formation of the Issuer. Simultaneous with the purchase of the
shares by the Underwriters in the Issuer's initial public offering, (i) Republic
National Bank, a wholly owned subsidiary of RBC, transferred to the Issuer the
assets (with certain exceptions) of RBC's mortgage banking business held
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by it plus cash in an amount equal to the excess, if any, of the book value of
the liabilities assumed over the assets transferred, (ii) the Issuer assumed all
the liabilities to which the transferred assets were subject at the date of
transfer along with certain other liabilities, (iii) Republic National Bank
transferred 100% of the issued and outstanding shares of Common Stock owned by
it to RBC as a dividend and (iv) the Issuer purchased the loan participation
interests then held by 1st Performance National Bank, a wholly owned subsidiary
of RBC, with cash from short term borrowings (the "Formation Transaction"). In
connection with the Formation Transaction, RBC entered into a number of
agreements with the Issuer relating to their continuing relationship. These
agreements include (i) a formation agreement (providing for the formation of the
Issuer and requiring that the audit committee of the Issuer, consisting of
directors independent of both the Issuer and RBC, independently approve all
transactions, other than those provided for in the Formation Transaction,
between the Issuer and RBC for as long as RBC owns 25% or more of the
outstanding Common Stock), (ii) a tax agreement (providing for filing of tax
returns, allocating tax liability and establishing procedures for audits and
contests of tax liabilities) and (iii) a registration rights agreement (giving
RBC demand and piggy-back registration rights with respect to the Original
Shares) (the "Registration Rights Agreement").
The Issuer sold additional shares of Common Stock to the public on
March 15, 1996 (the "Second Offering"). The purpose of the acquisition of the
Acquisition Shares was to enable RBC to maintain approximately the same
percentage ownership interest in the Issuer following the Second Offering as it
had before the Second Offering. In connection with the Second Offering, RBC
waived its rights under the Registration Rights Agreement in consideration in
part of the Issuer's agreement to enter into Amendment No. 1 to the Registration
Rights Agreement which provided that the Acquisition Shares would have generally
the same registration rights as the Original Shares.
On April 18, 1997, RBC and the Issuer entered into an Agreement of
Merger (the "Merger Agreement"), pursuant to which RBC would merge with RBC
Merger Sub, Inc., a wholly owned subsidiary of the Issuer (the "Merger"), and
the stockholders of RBC would receive 1.08026 shares of Common Stock in exchange
for each outstanding share of voting common stock and each outstanding share of
non-voting common stock of RBC, with cash payments being paid in lieu of
fractional shares. Pursuant to the terms of the Merger Agreement, RBC would be
the surviving corporation and would become a wholly owned subsidiary of the
Issuer. The shares of Common Stock owned by RBC prior to the Merger would
continue to be owned by RBC following the Merger but would not be counted in the
number of outstanding shares of Common Stock for accounting purposes and would
not be entitled to
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vote as long as the Issuer owns a majority of the shares of RBC common stock
entitled to vote in the election of directors of RBC. The Merger Agreement also
provided for the Issuer to amend its Certificate of Incorporation to increase
the number of authorized shares of Common Stock from 25,000,000 to 50,000,000.
The Merger Agreement was amended on September 18, 1997 to extend its
termination date and again on December 12, 1997 to adjust the stock conversion
ratio to account for a cash dividend declared by the Issuer on October 31, 1997.
As a result of the second amendment to the Merger Agreement and the stock
dividend effected by the Issuer on December 31, 1997, the stock conversion ratio
was increased to 1.13747 shares of Common Stock for each outstanding share of
voting common stock and each outstanding share of non-voting common stock of
RBC. Further information regarding the Merger and the Merger Agreement, as
amended, can be found in the Amendment No. 1 to Form S-4 (registration number
333-29245) filed by the Issuer with the Securities and Exchange Commission on
December 1, 1997. The Merger was approved by the boards of directors and
shareholders of each of RBC and the Issuer and became effective on December 31,
1997. On that date, as a result of the Merger, RBC became a wholly owned
subsidiary of the Issuer.
Also on April 18, 1997, the Issuer entered into an Agreement of Merger
with Walsh Holding Company, Inc., a Delaware corporation ("Walsh"), pursuant to
which Walsh would merge with Carolina Merger Sub, Inc., a wholly owned
subsidiary of the Issuer. On November 3, 1997, the Issuer and Walsh announced
the joint termination of their merger agreement. Further information regarding
the Walsh merger agreement can be found in the Issuer's Form 10-Q for the
quarter ended September 30, 1997.
Because RBC is now a wholly owned subsidiary of the Issuer and, as
described in Item 5, may not vote the shares of Common Stock held of record by
it, it has no independent plans which relate to or would result in any of the
following: (i) the acquisition of additional securities of the Issuer or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (iv) any change in the
present Board of Directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Issuer's Board of Directors; (v) any material change in the
present capitalization or dividend policy of the Issuer; (vi) any other material
changes in the Issuer's business or corporate structure; (vii) changes in the
Issuer's charter or bylaws or other actions which may impede the acquisition of
control of the Issuer by any person; (viii) causing a class of securities of the
Issuer to be delisted from a
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national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) 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; or (x) any action similar to those enumerated above."
ITEM 5. Interest in Securities of the Issuer.
Item 5 is amended to read as follows:
"As a result of the Merger described in Item 4, on December 31, 1997,
RBC became a wholly owned subsidiary of the Issuer. Under Section 160(c) of the
Delaware General Corporation Law, none of the shares of Common Stock held of
record by RBC may be voted or counted for quorum purposes so long as the Issuer
holds a majority of the shares of RBC entitled to vote in the election of RBC's
directors. Moreover, the shares of Common Stock held of record by RBC are no
longer treated as outstanding for accounting purposes. Accordingly, as of
December 31, 1997 RBC disclaims beneficial ownership of all of the shares of
Common Stock held of record by it and is therefore no longer subject to the
reporting requirements of Section 13(d) of the Securities Exchange Act of 1934,
as amended, and the rules promulgated thereunder."
ITEM 7. Material to be Filed as Exhibits.
The following additional materials are filed as exhibits:
8. First Amendment to Agreement of Merger, dated September 18, 1997, and
Second Amendment to Agreement of Merger, dated November 12, 1997, among
Resource Bancshares Mortgage Group, Inc., RBC Merger Sub, Inc. and
Resource Bancshares Corporation, incorporated by reference to Exhibit
2.1 of Amendment No. 1 to Form S-4 (registration number 333-29245)
filed by the Issuer on December 1, 1997
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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.
Date: January 9, 1998
RESOURCE BANCSHARES CORPORATION
By: /s/ Edward J. Sebastian
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Edward J. Sebastian, Chairman
and Chief Executive Officer
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