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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)*
Resource Bancshares Mortgage Group, Inc.
----------------------------------------
(Name of Issuer)
Common Stock
-----------------------
(Title of Class of Securities)
761197102
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(CUSIP Number)
Alan Patricof Lawrence G. Goodman, Esq.
Patricof & Co. Ventures, 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)
December 31, 1997
------------------------------------------------------
(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).
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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 1,363,993
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
1,363,993
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,363,993
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)
5.8%
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 ___
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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 1,091,195
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
1,091,195
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,091,195
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)
4.7%
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 1,363,993
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
10 SHARED DISPOSITIVE POWER
1,363,993
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,363,993
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)
5.8%
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>
Schedule 13D
Resource Bancshares Mortgage Group, Inc.
Item 1. Security and Issuer.
This Statement on Schedule 13D relates 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.
Item 2. Identity and Background.
(a), (b), (c) and (f). This statement is being filed by
Patricof & Co. Ventures, Inc. ("Patricof"), Alan Patricof and APA Partners
("APA").
Set forth below is certain information concerning the
Reporting Persons:
Name Business Address Citizenship
- ---- ---------------- -----------
Patricof & Co. Ventures, Inc. 445 Park Avenue New York
11th Floor
New York, New York 10022
APA Partners 445 Park Avenue New York
11th Floor
New York, New York 10022
Patricof is a corporation organized in New York and is (i) the
investment advisor to APA Excelsior Venture Capital Holdings (Jersey), Ltd.
("Excelsior Jersey"), which was organized in Jersey, Channel Islands to make
venture capital investments and (ii) the manager of APA Excelsior II ("Excelsior
II"), a New York limited partnership formed to make venture capital investments.
APA is a New York limited partnership and is the general
partner of Excelsior II.
Alan Patricof's principal occupation is Co-Chairman of the
Board of Patricof and his business address is 445 Park Avenue, New York, New
York 10022.
See Item 5 for information regarding ownership of Common
Stock.
The executive officers and directors of Patricof are listed
below. All of such persons are citizens of the United States unless otherwise
indicated.
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Name Business Address Position
---- ---------------- --------
Alan Patricof 445 Park Avenue Co-Chairman of the Board
11th Floor
New York, New York 10022
Patricia Cloherty 445 Park Avenue Co-Chairman of the Board
11th Floor
New York, New York 10022
Maurice Tchenio 45 Avenue Kleber Director
(citizen of France) Paris, France 75116
Ronald Cohen 15 Portland Place Director
(citizen of Great Britain) London, W1N 3AA England
Arthur Burach 445 Park Avenue Vice President - Finance
11th Floor
New York, New York 10022
The general partners of APA are listed below. All of such
persons are citizens of the United States except as otherwise indicated.
Name Business Address
---- ----------------
Alan Patricof 445 Park Avenue
11th Floor
New York, New York 10022
Patricia Cloherty 445 Park Avenue
11th Floor
New York, New York 10022
George Jenkins 445 Park Avenue
11th Floor
New York, New York 10022
Janet Effland 445 Park Avenue
11th Floor
New York, New York 10022
Robert Chefitz 445 Park Avenue
11th Floor
New York, New York 10022
6
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(d) and (e). During the past five years, none of the Reporting
Persons or the other persons listed above has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Excelsior Jersey and Excelsior II were each stockholders of
Resource Bancshares Corp. at the time of its merger on December 31, 1997 with
the Company (the "Merger"). Accordingly, in the Merger Excelsior Jersey received
272,798 shares of Common Stock and Excelsior II received 1,091,195 shares of
Common Stock without furnishing any additional consideration.
Item 4. Purpose of Transaction.
Each of the entities managed or advised by the Reporting
Persons and each of the Reporting Persons acquired its respective shares of
Common Stock for investment purposes. Each of such persons may acquire or
dispose of securities of the Company, including shares of Common Stock, directly
or indirectly, in open-market or privately negotiated transactions, depending
upon the evaluation of the performance and prospects of the Company by the
Reporting Persons, and upon other developments and circumstances, including, but
not limited to, general economic and business conditions and stock market
conditions.
Except for the foregoing and as disclosed below, no Reporting
Person has any present plans or proposals which relate to or would result in any
of the actions or events described in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of Issuer.
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 272,798
shares of Common Stock owned by Excelsior Jersey and 1,091,195 shares of Common
Stock owned by Excelsior II, which shares represent approximately 1.1% and 4.7%
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 272,798 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
1,091,195 shares of Common Stock.
7
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APA may be deemed to be the beneficial owner of 1,091,195
shares of Common Stock owned by Excelsior II, which shares represent
approximately 4.7% 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
1,091,195 shares of Common Stock.
Alan Patricof may be deemed to be the beneficial owner of
272,798 shares of Common Stock owned by Excelsior Jersey and 1,091,195 shares of
Common Stock owned by Excelsior II, which shares represent approximately 1.1%,
and 4.7% 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
1,363,993 shares of Common Stock owned by Excelsior Jersey and Excelsior II.
The percentage of beneficial ownership of the Reporting
Persons is based on 23,353,284 outstanding shares of Common Stock of the Company
on December 31, 1997 as reported to the Reporting Persons by an officer of the
Company.
There were no transactions in the Common Stock effected by the
Reporting Persons during the 60 days prior to December 31, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of Issuer.
None.
Item 7. Materials to Be Filed as Exhibits.
None.
8
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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.
Dated: March 26, 1998
Patricof & Co. Ventures, Inc.
By: /s/ Alan Patricof
--------------------------------
Name: Alan Patricof
Title: Co-Chairman of the Board
9
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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.
Dated: March 26, 1998
By: /s/ Alan Patricof
-------------------------------
Alan Patricof
10
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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.
Dated: March 26, 1998
APA Partners
By: /s/ Alan Patricof
----------------------------
Name: Alan Patricof
Title: General Partner
11
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AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other persons signatory below of a statement on Schedule 13G or any
amendments thereto, with respect to the Common Stock of Resource Bancshares
Mortgage Group, Inc., and that this Agreement be included as an attachment to
such filing.
This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement on the 26th day of March, 1998.
PATRICOF & CO. VENTURES, INC.
By: /s/ Alan Patricof
------------------------------
Name: Alan Patricof
Title: Co-Chairman
APA PARTNERS
By: /s/ Alan Patricof
------------------------------
Name: Alan Patricof
Title: General Partner
/s/ Alan Patricof
-----------------------------------
Alan Patricof
12
