SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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|_| Preliminary Proxy Statement |_| Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
RFS BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
N/A
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NEWS RELEASE
FOR IMMEDIATE RELEASE
April 27, 2001
Contacts:
Kevin T. Bottomley, President & CEO
Danvers Savings Bank
(978) 739-0263
James J. McCarthy, President & CEO
RFS Bancorp, Inc.
(781) 284-7777
DANVERS BANCORP, INC. AND REVERE, MHC ANNOUNCE MERGER
Danvers, MA and Revere, MA, April 27, 2001 -- Danvers Bancorp, Inc.,
Danvers, Massachusetts ("Danvers Bancorp") and Revere, MHC have entered into an
Agreement and Plan of Merger (the "Agreement"). Danvers Savings Bank is a
Massachusetts chartered savings bank which is wholly-owned by Danvers Bancorp,
Inc., a Massachusetts corporation. Revere Federal Savings Bank ("Revere Bank")
is a federally-chartered stock savings bank which is wholly-owned by RFS
Bancorp, Inc. (OTC Bulletin Board: RFED) ("RFS Bancorp") which is a
federally-chartered mid-tier holding company and subsidiary of Revere, MHC, a
federally-chartered mutual holding company. Pursuant to the Agreement, the
mutual holding company structure of Revere, MHC will be eliminated and Revere
Bank will ultimately merge with and into Danvers Savings Bank and will operate
as a division of Danvers Savings Bank. The stockholders of RFS Bancorp other
than Revere, MHC (the "Public Stockholders") will receive $22.75 in cash in
exchange for each share of common stock.
Kevin T. Bottomley, President and CEO of Danvers stated, "This
transaction represents a natural expansion for us. It is really the best of all
worlds. We expand geographically and increase our market share substantially
while merging with an organization that shares similar corporate values. Both
institutions are community-oriented financial institutions, and we look forward
to serving Revere's market. The key to success for this transaction is that
Revere's current strong management team and employee base is being kept intact.
We are expecting a seamless transaction."
The transaction is subject to several conditions, including the receipt
of regulatory approvals and the approval of the stockholders of RFS Bancorp. The
common stock of RFS Bancorp currently trades over the counter under the symbol
"RFED."
Pursuant to the Agreement, two members of RFS Bancorp's Board will
become members of Danvers' Board. In addition, Danvers will establish a Revere
Advisory Board consisting of Revere's current Board members. The President and
Chief
Executive Officer of Revere will continue to serve as President of Revere as a
division of Danvers Savings Bank. Mr. McCarthy will also serve as an Executive
Vice President at Danvers Bancorp.
President and Chief Executive Officer of Revere, James J. McCarthy
states, "We are excited about becoming part of the Danvers family. We believe
this type of transaction allows our Public Stockholders to receive a significant
premium for their stock while our depositors retain their membership rights in
Danvers. Our companies have similar business approaches and compatible product
lines. This strategic alliance with Danvers will give us the opportunity to
expand our delivery channels and allow us to compete in a much broader market."
Danvers Savings Bank, founded in 1850, serves its communities through
seven offices, including six full-service branches located on the North Shore.
At December 31, 2000, Danvers Savings Bank had total assets of $454 million,
deposits of $352 million and net worth of $39 million. As of December 31, 2000,
Revere Bank had total assets, deposits and stockholders' equity of $145 million,
$92 million and $10.7 million, respectively. Revere currently operates two
full-service branches located in Revere and Chelsea, Massachusetts.
THIS PRESS RELEASE CONTAINS CERTAIN STATEMENTS THAT ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
RELIANCE SHOULD NOT BE PLACED ON FORWARD-LOOKING STATEMENTS BECAUSE THEY INVOLVE
UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH ARE, IN SOME CASES, BEYOND
THE CONTROL OF RFS BANCORP, INC., AS THE CASE MAY BE. ACTUAL EVENTS, PERFORMANCE
AND RESULTS COULD DIFFER MATERIALLY FROM THE ANTICIPATED EVENT, PERFORMANCE OR
RESULTS EXPRESSED OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. THE FACTORS
WHICH MAY CAUSE SUCH DIFFERENCES INCLUDE, AMONG OTHER FACTORS, THE ABILITY OF
THE PARTIES TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT,
CONDITIONS IMPOSED ON THE CONSUMMATION OF SUCH TRANSACTIONS BY REGULATORY
AGENCIES, THE COMPETITIVE ENVIRONMENT AND GENERAL ECONOMIC CONDITIONS.
Investors and security holders are advised to read the proxy statement
and other documents related to the Danvers and Revere, MHC merger when they
become available and any amendments to these documents when they become
available because they will contain important information. Investors and
security holders may obtain these documents free of charge, when available, and
other documents filed by RFS Bancorp with the Securities and Exchange Commission
at the SEC's Internet web site (www.sec.gov) and these documents may be obtained
for free from RFS Bancorp by directing such request to RFS Bancorp, Inc., 310
Broadway, P.O. Box 509, Revere, Mass. 02151, telephone 781-284-7777.
RFS Bancorp and its directors intend to solicit proxies from RFS
Bancorp shareholders in favor of the merger. The names of the directors of RFS
Bancorp and information regarding their security holdings may be obtained for
free from RFS Bancorp by directing such request to RFS Bancorp, Inc., 310
Broadway, P.O. Box 509, Revere, Mass. 02151, telephone 781-284-7777.