<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 57-0962375
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
7909 PARKLANE ROAD, COLUMBIA, SOUTH CAROLINA 29223
(803) 741-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
DAVID W. JOHNSON, JR.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
7909 PARKLANE ROAD, COLUMBIA, SOUTH CAROLINA 29223
(803) 741-3000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.01......... 2,000,000 $4.44 $8,880,000 $2,344.32
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</TABLE>
(1)Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c).
Pursuant to Rule 429, the Prospectus includes 425,996 shares of the Common
Stock previously registered under Registration Statement No. 333-82105, for
which a filing fee of $1,080.65 was remitted to the Commission at the time of
the registration.
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<PAGE> 2
2,425,996 SHARES
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
7909 PARKLANE ROAD
COLUMBIA, SOUTH CAROLINA 29223
(803) 741-3000
NASDAQ TRADING SYMBOL: RBMG
COMMON STOCK
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
PROSPECTUS
The Plan may purchase shares of RBMG Common Stock directly from Resource
Bancshares Mortgage Group, Inc. ("RBMG") or on the open market. The price of
shares purchased directly from RBMG will be the average of the high and low
sales prices of the RBMG Common Stock on The Nasdaq National Market on the last
business day before the purchase date less 5%. The price of shares purchased on
the open market for any dividend payment date or with the optional cash payments
for a particular month will be the weighted average of the prices paid for all
shares purchased for the Plan with the dividends paid on that dividend payment
date or with the optional cash payments made for that month less 5%.
January 18, 2000
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE> 3
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN PROSPECTUS
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TABLE OF CONTENTS PAGE
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PLAN FEATURES -- Frequently Asked Questions................. 1
WHO ADMINISTERS THE PLAN.................................... 2
EQUISERVE TELEPHONE NUMBERS AND MAILING ADDRESS............. 2
WHO PAYS THE PLAN'S COSTS................................... 2
HOW TO ENROLL IN THE PLAN................................... 2
STOCK CERTIFICATE DEPOSIT AND WITHDRAWAL.................... 3
DIVIDEND PAYMENTS........................................... 3
OPTIONAL CASH PAYMENTS...................................... 3
PRICE OF PURCHASED SHARES................................... 3
WHEN SHARES ARE PURCHASED................................... 4
PLAN STATEMENTS............................................. 4
SALE OF SHARES.............................................. 4
TRANSFER OF SHARES.......................................... 5
CHANGING YOUR ENROLLMENT STATUS............................. 5
TERMINATING PARTICIPATION................................... 5
DEATH OF A PLAN PARTICIPANT................................. 5
TAX CONSEQUENCES OF PLAN PARTICIPATION...................... 6
STOCK SPLITS, STOCK DIVIDENDS AND RIGHTS OFFERINGS.......... 7
VOTING RIGHTS............................................... 8
LIABILITY LIMITATION........................................ 8
CHANGES TO THE PLAN......................................... 8
ACCEPTANCE OF TERMS AND CONDITIONS OF THE PLAN
BY PARTICIPANTS........................................... 8
RESOURCE BANCSHARES MORTGAGE GROUP, INC..................... 8
USE OF PROCEEDS............................................. 8
AVAILABLE INFORMATION....................................... 9
DOCUMENTS INCORPORATED BY REFERENCE......................... 9
IF THERE ARE INCONSISTENCIES................................ 9
</TABLE>
THIS PROSPECTUS IS AN OFFER TO SELL SECURITIES OF RESOURCE BANCSHARES
MORTGAGE GROUP, INC. ONLY IN STATES WHERE THE OFFERING IS LAWFUL. IF YOU RESIDE
IN A STATE WHERE IT IS NOT LAWFUL TO MAKE THE OFFERING, YOU WILL NOT BE ABLE TO
PARTICIPATE IN THE PLAN.
<PAGE> 4
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
- - PLAN FEATURES -- FREQUENTLY ASKED QUESTIONS
The Resource Bancshares Mortgage Group, Inc. Dividend Reinvestment and
Stock Purchase Plan (the "Plan") offers RBMG's shareholders convenient ways to
buy additional shares of RBMG's common stock. Plan participants also can sell
shares through the Plan. Below are some frequently asked questions and answers
about the Plan:
1. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN? Any person who holds shares
of Resource Bancshares Mortgage Group, Inc. common stock ("RBMG Common Stock")
registered in his or her name may purchase shares through the Plan.
2. HOW CAN I BUY SHARES THROUGH THE PLAN? You can reinvest either some or
all of the dividends you receive on your shares of RBMG Common Stock, both those
registered in your name and those held in your Plan account. You also can
purchase additional shares of RBMG Common Stock by making optional cash
payments. You will get a 5% discount for all shares you buy through the Plan.
3. WHAT ARE THE MINIMUM AND MAXIMUM AMOUNTS FOR OPTIONAL CASH PAYMENTS? The
minimum is $100 per payment and the maximum is $100,000 in a calendar year.
4. WHAT IS THE SOURCE OF SHARES TO BE PURCHASED BY THE PLAN? The Plan may
purchase shares of RBMG Common Stock directly from RBMG or on the open market.
Currently all shares are being purchased directly from RBMG.
5. HOW IS THE PRICE OF PURCHASED SHARES DETERMINED? For shares purchased
directly from RBMG, the price will be the average of the high and low sales
prices of the RBMG Common Stock on The Nasdaq National Market on the last
business day before the purchase date less 5%. For shares purchased on the open
market for any dividend payment date or with optional cash payments for a
particular month, the price will be the weighted average price of all shares
purchased for the Plan with the dividends paid on that dividend payment date or
with the optional cash payments made for that month less 5%.
6. HOW OFTEN ARE SHARES PURCHASED BY THE PLAN? The Plan will purchase
shares directly from RBMG on each dividend payment date and monthly on or around
the last business day of each month with optional cash payments received since
the last monthly purchase date. If the Plan purchases shares on the open market,
the shares will be purchased by the Plan's service agent, currently EquiServe,
from time to time, in its discretion.
7. IS THERE A FEE FOR SELLING SHARES THROUGH THE PLAN? Yes, both a
brokerage commission and a service fee are charged for selling shares through
the Plan. The commission is a fixed amount per share sold and the service fee is
a fixed amount per transaction. You can call EquiServe before you sell to obtain
the current fees.
8. ARE THERE ANY OTHER FEES? No. At present the Plan does not have any fees
associated with it other than commissions and service fees on sales of shares.
9. WHEN ARE STATEMENTS SENT? EquiServe will send you a statement when you
deposit shares into your plan account and when dividends are reinvested.
EquiServe will send you a transaction advice when you purchase shares with
optional cash payments. You should keep your statements and transaction advices.
You may need them for tax purposes.
10. CAN YOU TRANSFER SHARES FROM ONE ACCOUNT TO ANOTHER? Of course.
EquiServe will provide the necessary information.
11. HOW DO I WITHDRAW SHARES FROM THE PLAN? Your interest in shares of RBMG
Common Stock will be held in book-entry form and actual certificates will not be
issued for shares of RBMG Common Stock purchased under the Plan, unless you make
a request to EquiServe. If you want to withdraw some or all of the whole shares
in your Plan Account, you must notify EquiServe. EquiServe will send you a stock
certificate for the number of whole shares withdrawn. RBMG does not issue
certificates for partial shares.
<PAGE> 5
12. IF MY SHARES ARE HELD IN "STREET NAME" BY A STOCKBROKER, CAN I
PARTICIPATE IN THE PLAN? No. If you want to participate in the Plan, you must
ask your stockbroker to have the shares issued to you in a stock certificate in
your own name.
13. ARE REINVESTED DIVIDENDS TAXABLE INCOME? Yes. Even reinvested dividends
are taxable income. EquiServe will send you a 1099-DIV Form each year indicating
your RBMG dividend income for the prior year.
- - WHO ADMINISTERS THE PLAN
First Chicago Trust Company of New York has been appointed to administer
the Plan with EquiServe Limited Partnership to act as service agent
(collectively, "EquiServe"). EquiServe keeps records, sends statements and
acquires, holds and sells shares on behalf of Plan participants. EquiServe may
resign at any time upon written notice to RBMG. You will be notified if
EquiServe resigns and a new service agent is appointed.
- - EQUISERVE TELEPHONE NUMBERS AND MAILING ADDRESS
If you have questions about the Plan or need any forms, you should contact
EquiServe at:
EquiServe's Shareholder Customer Service Number: 1-800-446-2617 or
1-201-324-0498
An automated voice response is available 24 hours a day, 7 days a week.
Customer service representatives are available 8:30 a.m. - 7:00 p.m.
Eastern time each business day.
The EquiServe internet address is "http://www.equiserve.com". Messages
forwarded on the Internet will be responded to promptly.
TDD: 1-201-222-4955. A telecommunications device is available for the
hearing impaired.
Foreign language translation service for more than 140 foreign languages is
available to support the needs of RBMG's shareholders.
All correspondence should be mailed to:
EquiServe Division
Attention: Resource Bancshares Mortgage Group, Inc.
Dividend Reinvestment and Stock Purchase Plan
P.O. Box 2598
Jersey City, NJ 07303-2598
Please include your account number on all checks and money orders and on all
correspondence, as well as a telephone number where you can be reached during
regular business hours. Be sure to include reference to RBMG in your
correspondence.
- - WHO PAYS THE PLAN'S COSTS
RBMG pays all of the administrative costs of the Plan. RBMG will pay the
brokerage commission and any other expenses when Plan shares are purchased by
EquiServe on the open market. When the Plan buys shares directly from RBMG,
there are no brokerage commissions. You will pay brokerage commissions and a
service fee if the Plan sells your RBMG Common Stock for you.
- - HOW TO ENROLL IN THE PLAN
Only shareholders of record of RBMG may purchase shares through the Plan.
If your RBMG Common Stock is held by a stockbroker in a "street name," and you
want those shares to participate in the Plan, you must ask the stockbroker to
have the shares issued to you in a stock certificate in your own name. EquiServe
will enroll your shares of RBMG Common Stock in the Plan when it receives your
completed and signed enrollment form (which EquiServe will send to you upon
request). On the enrollment form, you should indicate whether you want to
reinvest some, all or none of the dividends you receive on your RBMG Common
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<PAGE> 6
Stock (EquiServe will purchase only shares of RBMG Common Stock with your
reinvested dividends). You will get a 5% discount for all shares of RBMG Common
Stock you purchase through the Plan.
- - STOCK CERTIFICATE DEPOSIT AND WITHDRAWAL
You may either keep your stock certificates or send them to EquiServe for
safe-keeping in the Plan. If you send your stock certificates to EquiServe, the
shares will be treated in the same manner as shares purchased through the Plan.
Dividends either will be paid to you or will be reinvested or both, according to
the instructions on your enrollment form.
You may deposit your stock certificate shares in your Plan account by
mailing your certificates in a brown, pre-addressed envelope provided by
EquiServe. Envelopes may be obtained upon request to EquiServe. Place first
class postage on the envelope (required by insurance) and mail it to EquiServe.
When mailed in this manner, your certificate(s) are automatically insured up to
a current market value of $25,000. Stock certificates sent to EquiServe for
deposit should not be endorsed. You will receive a statement confirming each
deposit.
If you do not use a brown, pre-addressed envelope provided by EquiServe,
certificates (unendorsed) should be sent to the address listed above via
registered mail, return receipt requested and insured for possible mail loss for
2% of the market value (minimum of $20.00); this represents the replacement cost
to you.
Certificate withdrawal can be made by calling or writing EquiServe. If you
withdraw shares, a new, differently numbered stock certificate for the number of
full shares you specify will be issued and mailed promptly. There is no cost to
you for certificate deposit or withdrawal services.
- - DIVIDEND PAYMENTS
Each time the Board of Directors declares a dividend on RBMG Common Stock,
it will set a record date to determine the stockholders eligible to receive the
dividend. If your Plan account is opened before a record date, your dividends
can be reinvested on the next dividend payment date. If you choose not to
reinvest all the dividends that you receive on your shares of RBMG Common Stock,
you will receive the uninvested dividends by check or, if you prefer, electronic
deposit.
- - OPTIONAL CASH PAYMENTS
Minimum Payment $100 per investment
Maximum Payment $100,000 per calendar year
You may purchase additional shares of RBMG Common Stock with cash payments.
When you join the Plan and any time after that, you may send optional cash
payments to EquiServe. Each payment must be at least $100 and you may not make
optional cash payments of more than $100,000 in any calendar year. You will not
be paid interest on your cash payment pending its investment.
Your payment may be made by check or money order. All checks are subject to
collection by EquiServe and must be in United States dollars.
Optional cash payments also may be made through automatic monthly
deductions from your checking or savings account by completing an Authorization
Form for Automatic Deductions. The minimum monthly deduction is $100. Only
participants with accounts at United States banks and financial institutions may
authorize automatic monthly deductions. Once automatic monthly deductions are
initiated, funds will be drawn from your account on or about three business days
prior to the last business day of each month.
- - PRICE OF PURCHASED SHARES
The Plan may purchase shares of RBMG Common Stock directly from RBMG or on
the open market. The price of shares purchased directly from RBMG will be the
average of the high and low sales prices of the RBMG Common Stock on The Nasdaq
National Market on the last business day before the purchase date
3
<PAGE> 7
less 5%. The price of shares purchased on the open market for any dividend
payment date or with the optional cash payments for a particular month will be
the weighted average of the prices paid for all shares purchased for the Plan
with the dividends paid on that dividend payment date or with the optional cash
payments made for that month less 5%.
As you know, the price of RBMG Common Stock fluctuates daily, and neither
RBMG nor EquiServe has any control over this. YOU MUST BEAR THE MARKET RISK
ASSOCIATED WITH FLUCTUATIONS IN THE PRICE OF RBMG COMMON STOCK.
EquiServe will allocate shares purchased to three decimal places, so there
probably will always be a partial share in your Plan account. This practice
allows maximum investment of your dividends and cash payments.
- - WHEN SHARES ARE PURCHASED
The Plan currently purchases shares directly from RBMG on each dividend
payment date and monthly on or around the last business day of each month with
optional cash payments made during that month. All optional payments to be
invested must be received by EquiServe no later than the business day
immediately preceding the last business day of each month in order to be
invested for that month.
If the Plan purchases shares on the open market, the shares will be
purchased by the Plan's service agent, EquiServe, from time to time, in its
discretion. RBMG has no control over the dates on which EquiServe purchases
shares on the open market. Purchases on the open market will be completed no
later than 30 days following the dividend payment date or the last business day
of the month except where a later date is necessary or advisable under any
applicable federal securities laws. Open market purchases may be made on any
securities exchange where such shares are traded in the over-the-counter market
or by negotiated transactions and may be subject to such terms with respect to
price, delivery and other terms as EquiServe may agree to. Neither RBMG nor any
Plan participant will have any authority or power to direct the time or price at
which shares may be purchased, or the selection of the broker or dealer through
or from whom purchases are to be made by EquiServe.
- - PLAN STATEMENTS
EquiServe mails account statements after each dividend is reinvested and
each time certificated shares are deposited in your Plan account.
EquiServe will send you a transaction advice each time you purchase shares
with optional cash payments.
The account statements and transaction advices show the date of the
purchase, the amount invested, the share price paid and the number of shares
purchased with each investment, as well as the accumulated total shares held in
your Plan account. The account statements also show any withdrawals or sales.
You should keep your statements and transaction advices. You may need them for
tax purposes.
You may detach the lower portion of any statement or advice and use it to
send instructions to EquiServe. EquiServe's address is on the front and back of
all statements and advices. Be sure to sign any instructions sent to EquiServe.
EquiServe will mail a 1099-DIV form to you each year. You will need this
form for your income tax records.
- - SALE OF SHARES
You may sell shares held in your Plan account in most cases by calling
EquiServe at 1-800-446-2617. If you prefer, mail your request using one of the
transaction forms provided with each statement and transaction advice.
Certificated shares can be deposited in your Plan account and subsequently sold
through the Plan.
4
<PAGE> 8
EquiServe will make every effort to process your order on the day it is
received, provided that instructions are received before 1:00 p.m. Eastern time
on a business day during which EquiServe and the relevant securities markets are
open. The proceeds of the sale, less applicable fees and commissions, will be
sent to you.
EquiServe sells shares on the open market at prevailing market prices. The
price you will receive for your shares is the weighted average sales price of
all shares sold by EquiServe on the day of sale, minus a brokerage commission
and a service fee. The commission is a fixed amount per share and the service
fee is a fixed amount per transaction. You can call EquiServe before you sell to
obtain the current fees. Sales are reported at year-end to you and to the
Internal Revenue Service.
EquiServe has total authority over when shares are sold. This timing cannot
be influenced by you or RBMG, and you must bear the market risk associated with
fluctuations in the price of RBMG Common Stock. If you want to negotiate the
price at which your shares are to be sold, it will be necessary for you to
request a stock certificate and engage the services of a stockbroker to handle
the sale for you. EquiServe will sell partial shares only if you sell all the
shares in your Plan account.
- - TRANSFER OF SHARES
EquiServe will transfer shares for you at no cost. You may:
1. transfer shares to an existing Plan account;
2. establish a new Plan account; or
3. withdraw shares and request a certificate to be issued in another name.
EquiServe will not transfer partial shares unless you are transferring all
of the shares in your Plan account to another Plan account.
EquiServe will provide complete transfer instructions if you call. Call
1-800-446-2617.
- - CHANGING YOUR ENROLLMENT STATUS
You can change your enrollment status at any time. You may decide to stop
reinvesting all your dividends and reinvest only part of them, or you may decide
you would rather have all your dividends paid to you by check or electronic
deposit. You must notify EquiServe if you want to change your enrollment status
by signing a new enrollment form or by calling EquiServe at 1-800-446-2617.
EquiServe must receive notification before the next dividend record date.
Enrollment forms may be obtained by contacting EquiServe by telephone at the
number above.
- - TERMINATING PARTICIPATION
You may terminate your participation in the Plan at any time by notifying
EquiServe. EquiServe can send you a certificate for all whole shares in your
Plan account and a check representing the sale of the partial share, or
EquiServe can sell all or part of the shares for you. Such sale may, but need
not, be made by purchase of the shares for the account of other Plan
participants, and any such transaction will be deemed to have been made at the
then current market price, less any brokerage commissions, service fees and any
other costs of sale. You can use the form attached to your statement for this
notification or write EquiServe a letter or you may notify EquiServe by
telephone.
EquiServe also may terminate your participation in the Plan at any time by
mailing you a notice of termination at your address as it appears on EquiServe's
records.
- - DEATH OF A PLAN PARTICIPANT
Upon receipt of notification of your death, EquiServe will send complete
instructions outlining requirements to transfer the shares to a new
registration.
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<PAGE> 9
- - TAX CONSEQUENCES OF PLAN PARTICIPATION
The following discussion of the federal income tax consequences of
participating in the Plan is based on the Internal Revenue Code of 1986, as
amended (the "Code"), including the regulations promulgated thereunder and the
judicial and administrative interpretations thereof, as they exist on the date
hereof. There can be no assurance that the legal authorities upon which this
discussion is based will not be modified, revoked, supplemented, amended,
revised, reversed or overruled. Any change in such legal authorities could alter
the analysis set forth below.
The federal income tax discussion below is intended for general information
only. No information is provided regarding any state, local or foreign tax
consequences of participating in the Plan. Because this description is not
intended to address specific tax consequences applicable to an individual
participant, RBMG suggests that participants consult with their own tax counsel
concerning the tax consequences of participation in the Plan.
In the case of the acquisition of shares of RBMG Common Stock purchased
directly from RBMG through reinvestment of dividends, a participant will be
treated for federal income tax purposes as having received a dividend equal in
amount to the fair market value of the RBMG Common Stock on the dividend payment
date, which value may differ from the amount of the cash dividend reinvested. In
the case of the acquisition of shares of RBMG Common Stock purchased on the open
market through reinvestment of dividends, a participant will be treated for
federal income tax purposes as having received a dividend equal in amount to the
fair market value of the RBMG Common Stock on the purchase date, which value may
differ from the amount of the cash dividend reinvested. A Plan participant
purchasing shares of RBMG Common Stock with optional cash payments will be
treated for federal income tax purposes as having received a dividend on the
purchase date equal to the fair market value of the shares of RBMG Common Stock
on that date less the amount of cash invested. Generally, the fair market value
of the RBMG Common Stock on an applicable valuation date (that is the dividend
payment date or the purchase date) shall be the mean of the high and low quoted
selling prices on such date.
The following example may be helpful to illustrate the federal income tax
consequences of the 5% discount with respect to purchases of shares of RBMG
Common Stock under the Plan:
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Amount of dividend or optional cash payment................. $5,000
Per share purchase price on the applicable purchase date.... $10.00
Shares acquired by participant on applicable purchase date
($5,000 / (95% x $10)).................................... 526.316 shares
Fair market value of a share of RBMG Common Stock on either
dividend payment date or purchase date, as applicable..... $11.00
Dividend income ((526.316 shares x $11.00) - $5,000)........ $789.48
</TABLE>
If purchases are made in the open market rather than from RBMG, then RBMG
may incur and pay brokerage commissions. The amount of any brokerage commission
will be an additional dividend to the shareholders who receive the shares of
RBMG Common Stock.
While the matter is not free from doubt, RBMG intends to take the position
that the administrative expenses of the Plan, to be paid by RBMG, are not
constructive dividends to the Plan participants. Each Plan participant will
receive from EquiServe a Form 1099-DIV (mailed on or before January 31 of the
following year), which will show the total dividend income to the Plan
participant.
Dividends from RBMG will be taxable to Plan participants as ordinary income
to the extent of RBMG's current and accumulated earnings and profits. Corporate
shareholders may be entitled to a dividend received deduction under the Code. To
the extent that dividends from RBMG exceed RBMG's current and accumulated
earnings and profits, the dividend will be treated as a return of capital (i.e.,
tax free and is applied against and reduces the adjusted basis of the
recipient's shares of RBMG Common Stock). To the extent that the dividends from
RBMG exceed RBMG's current and accumulated earnings and profits and the
dividends exceed the adjusted basis of the recipient's shares of RBMG Common
Stock, it will be taxed as gain from the sale or exchange of the shares of RBMG
Common Stock.
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<PAGE> 10
The tax basis of the shares of RBMG Common Stock acquired by a participant
under the Plan by reinvestment of dividends will equal the fair market value of
the shares of RBMG Common Stock on the dividend payment date or, in the case of
open market purchases, the purchase date. The tax basis of the shares of RBMG
Common Stock acquired by a Plan participant with optional payments will equal
the fair market value of the shares of RBMG Common Stock on the purchase date.
A participant will not realize taxable income when the participant receives
certificates for shares of RBMG Common Stock credited to the participant's
account, upon the participant's request for such certificates or upon withdrawal
from or termination of the Plan.
The participant will recognize gain or loss when the shares of RBMG Common
Stock acquired under the Plan are sold or exchanged. The participant will also
recognize gain or loss with respect to the receipt of cash for fractional
shares. The amount of such gain or loss will be the difference between the
amount received in such sale or exchange for the shares of RBMG Common Stock and
the tax basis of the shares of RBMG Common Stock sold.
Depending on the participant's holding period for the shares of RBMG Common
Stock, any gain or loss recognized to the participant on the disposition will be
short-term or long-term capital gain or loss. The holding period of the shares
of RBMG Common Stock acquired under the Plan will begin on the date after the
dividend payment date or, in the case of open market purchases, the date after
the purchase date (in the case of shares acquired by reinvestment of dividends)
and on the date after the purchase date (in the case of shares acquired with
optional payments).
Generally, a short-term capital gain or loss will occur with respect to the
disposition of shares with a holding period of one year or less, and a long-term
capital gain or loss will occur with respect to the disposition of shares that
have been held for a period of more than one year. A long-term gain for certain
individual taxpayers may be subject to tax at the lower adjusted net capital
gains rate. The sale of any shares through the Plan will be reported to you and
to the Internal Revenue Service.
If you are a foreign stockholder whose dividends are subject to United
States income tax withholding at the current 30% rate (or lower treaty rate),
then the appropriate amount will be withheld and the balance will be used to
purchase additional shares of RBMG Common Stock.
If you fail to provide certain federal income tax certifications in the
manner required by law, then dividends credited to your account are subject to
federal income tax withholding, currently a rate of 31%. Certain stockholders
(including most corporations) are, however, exempt from such withholding
requirements, provided that certain certifications are made. However, because
each stockholder's financial situation is different, you should consult your
individual tax advisor concerning backup withholding.
This federal income tax discussion assumes that the shares of RBMG Common
Stock held by participants in the Plan will be treated as a capital asset within
the meaning of Section 1221 of the Code. If the shares of RBMG Common Stock are
not treated as a capital asset in the hands of the participant, the participant
should consult his or her own tax advisor to determine the tax treatment of the
acquisition and disposition of shares of RBMG Common Stock under the Plan.
PARTICIPANTS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS TO DETERMINE
THE PARTICULAR TAX CONSEQUENCES THAT MAY RESULT FROM PARTICIPATION IN THE PLAN
AND THE SUBSEQUENT DISPOSAL OF SHARES PURCHASED PURSUANT TO THE PLAN. NOTHING
CONTAINED HEREIN SHALL BE TREATED AS TAX ADVICE.
- - STOCK SPLITS, STOCK DIVIDENDS AND RIGHTS OFFERINGS
Any stock dividends or split shares of stock distributed by RBMG on shares
held by EquiServe in your Plan account or by a Participant may be added to your
account provided such stock is of the same type, class and series as the stock
held under the Plan. If RBMG should determine to offer securities through a
rights offering, you will receive rights based upon the total number of whole
shares registered in your name, including those held in your Plan account.
7
<PAGE> 11
- - VOTING RIGHTS
You have the right to exercise all voting rights for the whole shares
credited to your Plan account. You may vote in person or by proxy. Your proxy
card will show the number of whole shares you own, including both your Plan
shares and your certificated shares. If you do not return the proxy card or do
not sign it, your shares will not be voted unless you vote in person. If you
decide to vote in person, please notify the corporate secretary before the
meeting begins.
EquiServe will send you proxy solicitation material received by it from
RBMG. EquiServe will instruct its nominee to vote any shares of RBMG Common
Stock that EquiServe holds for your account in accordance with your
instructions. If you do not direct EquiServe how the shares should be voted,
then EquiServe will instruct its nominee not to vote those shares.
- - LIABILITY LIMITATION
Neither RBMG nor EquiServe will be liable for any act (or omission of any
act) done in good faith. This limitation of liability applies without limitation
to the prices at which your shares are purchased or sold, when purchases or
sales are made and fluctuations in market price.
You are cautioned that this Prospectus does not represent a change in
RBMG's dividend policy or a guarantee of future dividends. Dividends depend upon
RBMG's earnings, financial requirements, governmental regulations and other
factors.
You must recognize that neither RBMG nor EquiServe can assure you of a
profit or protect you against a loss on shares of RBMG Common Stock purchased or
sold through the Plan.
- - CHANGES TO THE PLAN
RBMG reserves the right to amend, modify or terminate the Plan at any time
in whole or in part. Notice of any amendment or modification will be mailed to
you. If the Plan is terminated by RBMG, EquiServe will mail certificates to you
for the whole shares in your Plan account and a check for the net proceeds of
the sale of the partial share.
- - ACCEPTANCE OF TERMS AND CONDITIONS OF THE PLAN BY PARTICIPANTS
The terms and conditions of the Plan and its operation are governed by the
laws of the State of South Carolina. When you complete and sign the enrollment
form, you are bound by the provisions of the Plan, including any future
amendments. Your heirs, executors, administrators and legal representatives also
will be bound.
- - RESOURCE BANCSHARES MORTGAGE GROUP, INC
RBMG is a diversified financial services company engaged through
wholly-owned subsidiaries primarily in the business of mortgage banking, through
the purchase (via a nationwide network of correspondents and brokers), sale and
servicing of agency-eligible and subprime residential, single-family,
first-mortgage loans and the purchase and sale of servicing rights associated
with agency-eligible loans. In addition, two of RBMG's wholly-owned subsidiaries
originate, sell and service small-ticket commercial equipment leases and
originate, sell, underwrite for investors and service commercial mortgage loans.
The principal offices of RBMG are located at 7909 Parklane Road, Columbia,
South Carolina. RBMG's telephone number is 1-803-741-3000 or 1-800-933-2890 and
its mailing address is 7909 Parklane Road, Columbia, South Carolina 29223.
- - USE OF PROCEEDS
When shares of RBMG Common Stock are purchased directly from RBMG the net
proceeds will be used for general corporate purposes.
8
<PAGE> 12
- - AVAILABLE INFORMATION
RBMG files reports, proxy and information statements and other information
with the U.S. Securities and Exchange Commission (the "SEC"). You may read and
copy this information at the SEC's Public Reference Room at 450 Fifth Street NW,
Washington, DC 20549.
You may obtain information on the operation of the Public Reference Room by
calling 1-800-SEC-0330. The SEC also maintains a web site on the Internet where
you can access such information. The web site is located at http://www.sec.gov.
Also, RBMG will provide you (free of charge) with a copy of any or all of
the documents incorporated by reference in this Prospectus (see below). To get
copies of such documents, call or write:
Resource Bancshares Mortgage Group, Inc.
Investor Relations
7909 Parklane Road
Columbia, SC 29223
1-800-933-2890
- - DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus does not repeat important information that you can find in
RBMG's registration statement, reports and other documents that RBMG files with
the SEC under the Securities Exchange Act of 1934, as amended. The SEC allows
RBMG to "incorporate by reference," which means that RBMG can disclose important
information to you by referring you to other documents that are legally
considered to be a part of this Prospectus. These documents are as follows:
1. RBMG's Annual Report on Form 10-K for the year ended December 31,
1998.
2. RBMG's Quarterly Report on Form 10-Q for the quarters ended March
31, 1999, June 30, 1999 and September 30, 1999.
3. The description of RBMG Common Stock contained in RBMG's
Registration Statement on Form 8-A filed on May 18, 1993.
4. All documents filed by RBMG under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this Prospectus and prior to the termination of this
offering.
- - IF THERE ARE INCONSISTENCIES
As you read the above documents, you may find some inconsistencies in
information from one document to another. If you find inconsistencies between
the documents and this Prospectus, you should rely on the statements made in the
most recent documents.
9
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All of the expenses set forth below, except the SEC registration fee, are
estimated.
<TABLE>
<S> <C>
SEC registration fee........................................ $2,344
Printing expenses........................................... 3,500
Legal fees and expenses..................................... 3,000
Transfer Agent fees and expenses............................ 300
Miscellaneous............................................... 500
------
Total............................................. $9,644
======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the
corporation -- a "derivative action"), if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) actually and reasonably incurred
in connection with defense or settlement of such action or suit, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions or
(iv) for any transaction from which the director derived an improper personal
benefit.
Article SEVENTH of the Registrant's Certificate of Incorporation provides
for indemnification of its directors, officers, employees and other agents.
Article SEVENTH of the Registrant's Certificate of Incorporation also provides
that a director of the Registrant shall not be personally liable to the
Registrant or its stockholders for monetary damages for breach of a fiduciary
duty as a director except to the extent such exemption from liability or
limitation thereof is not permitted by the Delaware General Corporation Law.
In addition, the Registrant has entered into Indemnity Agreements with each
of its directors and certain other persons who are officers, employees or agents
of the Registrant or who are serving at the request of the Registrant as a
director, officer, employee or agent of another entity. Generally, the
agreements provide for the indemnification of such persons against expenses
(including attorneys' fees), losses, damages, liabilities, judgments, fines and
amounts paid in settlement actually and reasonably incurred because of any claim
or claims made against them by reason of the fact that they are or were serving
in such capacities.
The Registrant also provides liability insurance for its directors and
officers which provides coverage against loss from claims made against such
persons in their capacities as such including liabilities under the Securities
Act of 1933, as amended.
II-1
<PAGE> 14
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
3.1 Restated Certificate of Incorporation of RBMG (incorporated
by reference to Exhibit 3.3 of RBMG's Registration Statement
No 33-53980).
3.2 Certificate of Amendment of Certificate of Incorporation of
RBMG (incorporated by reference to Exhibit 3.2 of RBMG's
Annual Report on Form 10-K for the year ended December 31,
1997).
3.3 Amended and Restated Bylaws of RBMG (incorporated by
reference to Exhibit 3.4 of RBMG's Registration Statement
No. 33-53980).
3.4 Amendment to the Bylaws of RBMG dated January 28, 1999
(incorporated by reference to Exhibit 3.5 of RBMG's Annual
Report on Form 10-K for the year ended December 31, 1998).
3.5 Amendment to the Bylaws of RBMG dated May 6, 1999
(incorporated by reference to Exhibit 4.4 of RBMG's
Registration Statement No 333-82105).
4.1 Specimen Certificate of RBMG's Common Stock (incorporated by
reference to Exhibit 4.1 of RBMG's Registration Statement No
33-539980).
5.1 Opinion of McNair Law Firm, P.A. regarding the validity of
the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of McNair Law Firm, P.A. (included in Exhibit 5.1).
24.1 Power of Attorney (included in Page II-3).
99.1 Letter dated January 18, 2000 to Participants in the
Resource Bancshares Mortgage Group, Inc. Dividend
Reinvestment and Stock Purchase Plan.
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; (2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant also hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbia, State of South Carolina, on January 11,
2000.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
By: /s/ DOUGLAS K. FREEMAN
-----------------------------------------
Douglas K. Freeman, Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David W. Johnson, Jr. and Steven
F. Herbert and each of them acting individually, as his attorney-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorney to any and all amendments
to said Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DOUGLAS K. FREEMAN Chief Executive Officer and January 11, 2000
- ------------------------------------------------ Director (principal executive
Douglas K. Freeman officer)
/s/ STEVEN F. HERBERT Corporate Senior Executive Vice January 11, 2000
- ------------------------------------------------ President and Corporate Chief
Steven F. Herbert Financial Officer (principal
financial and accounting
officer)
/s/ JOHN W. CURRIE Director January 11, 2000
- ------------------------------------------------
John W. Currie
Director
- ------------------------------------------------
Stuart M. Cable
/s/ BOYD M. GUTTERY Director January 11, 2000
- ------------------------------------------------
Boyd M. Guttery
/s/ DAVID W. JOHNSON, JR. Director January 11, 2000
- ------------------------------------------------
David W. Johnson, Jr.
Director
- ------------------------------------------------
Robin C. Kelton
Director
- ------------------------------------------------
John O. Wolcott
</TABLE>
II-3
<PAGE> 1
Exhibit 5.1
January 18, 2000
Resource Bancshares Mortgage Group, Inc.
7909 Parklane Road
Columbia, SC 29223
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Resource Bancshares Mortgage Group, Inc.
(the "Company") in the preparation of a registration statement on Form S-3 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission covering a total of 2,000,000 shares (the "Shares") of the
Company's Common Stock, par value $.01 per share, which may be issued pursuant
to the terms of the Company's Dividend Reinvestment and Stock Purchase Plan, as
amended (the "Plan").
In so acting, we have examined and relied upon such records, documents
and other instruments as in our judgment are necessary or appropriate in order
to express the opinion hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Based on the foregoing, we are of the opinion that the Shares, when
issued and delivered against payment in full in accordance with the terms of the
Plan, will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. By giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the general rules and regulations
promulgated thereunder.
Very truly yours,
McNAIR LAW FIRM, P.A.
By: /s/ Elizabeth B. Anders
-----------------------
A Member of the Firm
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 29, 1999 relating to the
financial statements which appear in Resource Bancshares Mortgage Group, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Columbia, South Carolina
January 18, 2000
<PAGE> 1
Exhibit 99.1
January 18, 2000
TO: PARTICIPANTS IN THE RESOURCE BANCSHARES
MORTGAGE GROUP, INC. DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
Dear Plan Participants:
Enclosed is a new Prospectus for the Resource Bancshares Mortgage
Group, Inc. Dividend Reinvestment and Stock Purchase Plan. This new Prospectus
is being sent to you because the Company recently has registered additional
shares of its Common Stock for issuance under the Plan. In connection with the
registration, we made some changes to the information about the Company and on
how to contact EquiServe in order to bring such information current. Although
the changes to the Prospectus are relatively minor, you should read the
Prospectus thoroughly to make sure that you are aware of all current information
relating to the Plan.
If you have any questions, please contact EquiServe at (800) 446-2617
or (201) 324-0498 or the Company's shareholder relations department at (803)
741-3000 or (800) 933-2890.
Sincerely,
/s/ Douglas K. Freeman
