-----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, OHxdkI525ReON2zLbHD0o/sKV+y2zTbdgedQ/7a1kOybceTbn5vIaRECvnZ1EXpD av9qBTMjPLDrhLzna4iuGw== 0000950144-97-004484.txt : 19970423 0000950144-97-004484.hdr.sgml : 19970423 ACCESSION NUMBER: 0000950144-97-004484 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970418 ITEM INFORMATION: Other events FILED AS OF DATE: 19970421 SROS: NASD FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21786 FILM NUMBER: 97584323 BUSINESS ADDRESS: STREET 1: 7909 PARKLANE ROAD SUITE 150 CITY: COLUMBIA STATE: SC ZIP: 29223 BUSINESS PHONE: 8037413000 MAIL ADDRESS: STREET 2: 7909 PARKLANE RD SUITE 150 CITY: COLUMBI STATE: SC ZIP: 29223 8-K 1 RESOURCE BANCSHARES MORTGAGE GROUP INC 8-K 4/18/97 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 18, 1997 -------------- Resource Bancshares Mortgage Group, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-21786 57-0962375 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction File Number) Identification of incorporation) Number) 7909 Parklane Road, Columbia, South Carolina 29223 --------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (803) 741-3000 2 ITEM 5. OTHER EVENTS. On April 18, 1997 Resource Bancshares Mortgage Group, Inc. ("RBMG") entered into (i) a definitive merger agreement with Walsh Holding Co., Inc. ("Walsh") and (ii) a definitive merger agreement with Resource Bancshares Corporation ("RBC"). Walsh, through its primary operating subsidiary, Walsh Securities, Inc., specializes in the origination, purchase, sale and securitization of subprime residential mortgage loans. Walsh originated and purchased approximately $660 million of nonconforming loans during 1996 and approximately $250 million of nonconforming loans during the three months ended March 31, 1997. RBC was the founder of RBMG and owns approximately 7.4 million, or 38%, of RBMG's common stock, par value of $.01 per share ("Common Stock"), outstanding. In addition, RBC has commercial real estate mortgage banking and small-ticket equipment leasing operations. RBC's commercial real estate loan production for 1996 was approximately $510 million and its commercial servicing portfolio was approximately $2.3 billion at December 31, 1996. RBC originated approximately $60 million of lease receivables during 1996 and serviced approximately $80 million of lease receivables at December 31, 1996. The mergers with RBC and Walsh are structured to qualify as tax-free reorganizations and are subject to shareholder and regulatory approvals. In the merger with Walsh, which is structured to be accounted for as a pooling-of-interests, RBMG will issue approximately 21.4 million shares of Common Stock. In the merger with RBC, which will be accounted for as a "purchase" for financial reporting purposes, RBMG will issue 2 million shares of Common Stock in addition to the approximately 7.4 million shares of Common Stock currently owned by RBC. Following the two mergers, there will be approximately 43.6 million shares of RBMG Common Stock outstanding. In connection with the merger with Walsh, RBMG will be renamed "BCA Financial Corp." Edward J. Sebastian will continue as Chairman and Chief Executive Officer of the merged company; Robert C. Walsh will become President and will be responsible for subprime mortgage activities; David W. Johnson, Jr. will continue as Vice Chairman and Managing Director and will continue to manage the prime mortgage business; and Steven F. Herbert will continue as Senior Executive Vice President and Chief Financial Officer. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RESOURCE BANCSHARES MORTGAGE GROUP, INC. Date: April 21, 1997 By: /s/ Edward J. Sebastian ----------------------------- Edward J. Sebastian, Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----