-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nyk8t6y7XmlVoN0oQcTvN3yJvuzC83pGS+WStiPv/8XoiodsQLQbfeGWWyyFBVqI fo8wvvDuJSVp7ORjuHToSw== 0000889812-98-000758.txt : 19980331 0000889812-98-000758.hdr.sgml : 19980331 ACCESSION NUMBER: 0000889812-98-000758 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980330 SROS: NASD GROUP MEMBERS: ALAN PATRICOF GROUP MEMBERS: APA PARTNERS GROUP MEMBERS: PATRICOF & CO VENTURES INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE BANCSHARES MORTGAGE GROUP INC CENTRAL INDEX KEY: 0000893817 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 570962375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46645 FILM NUMBER: 98577386 BUSINESS ADDRESS: STREET 1: 7909 PARKLANE ROAD SUITE 150 CITY: COLUMBIA STATE: SC ZIP: 29223 BUSINESS PHONE: 8037413000 MAIL ADDRESS: STREET 1: 7909 PARKLANE RD SUITE 150 STREET 2: 7909 PARKLANE RD SUITE 150 CITY: COLUMBI STATE: SC ZIP: 29223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PATRICOF & CO VENTURES INC CENTRAL INDEX KEY: 0000938219 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132647531 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127536300 MAIL ADDRESS: STREET 1: 445 PARK AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 BENEFICIAL OWNERSHIP STATEMENT 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 ----------------------- (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). 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 ___ 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 ___ 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 ___ 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. 5 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 (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 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 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 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----