SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 27, 2001
RFS BANCORP, INC.
(Exact name of registrant as specified in charter)
UNITED STATES
(State or other 00-25047 04-3449818
jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
310 BROADWAY, REVERE, MASSACHUSETTS 02151
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (781) 284-7777
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On April 27, 2001, Danvers Bancorp, Inc. ("Danvers Bancorp") and
Revere, MHC entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Danvers Bancorp is a Massachusetts corporation and wholly owns
Danvers Savings Bank, a Massachusetts chartered mutual savings bank. Revere, MHC
is a federally chartered mutual holding company, which serves as the majority
owner of RFS Bancorp, Inc., a federally chartered mid-tier stock holding
company, which wholly owns Revere Federal Savings Bank, a federally chartered
stock savings bank.
Pursuant to the Merger Agreement, the mutual holding company
structure of Revere, MHC will be eliminated and Revere Federal Savings Bank
will merge with and into Danvers Savings Bank (the "Proposed Transaction").
For a period of one year following the Proposed Transaction, Revere Federal
Savings Bank will operate as a division of Danvers Savings Bank. The Proposed
Transaction is conditioned upon, among other things, approval by the
stockholders of RFS Bancorp, Inc., the approval of the members of Revere,
MHC, the approval of the corporators of Danvers Bancorp and the receipt of
certain regulatory approvals. In connection with the Proposed Transaction,
each outstanding share of common stock of RFS Bancorp, Inc. will be converted
into the right to receive $22.75 in cash, upon the terms and conditions set
forth in the Merger Agreement. In addition, two members of RFS Bancorp,
Inc.'s Board of Directors will become trustees of Danvers Bancorp. Danvers
Bancorp will also establish an Advisory Board consisting of Revere Federal
Savings Bank's current directors. James J. McCarthy, the President and Chief
Executive Officer of Revere Federal Savings Bank, will continue to serve as
President and Chief Executive Officer of the Revere Federal Savings Bank
division of Danvers Savings Bank. Mr. McCarthy will also serve as an
Executive Vice President at Danvers Bancorp.
Information contained in the exhibits to this current report on Form
8-K may contain statements which are forward-looking in nature, such as
references to strategic plans and expectations. These forward-looking statements
are inherently uncertain, and actual results may differ from RFS Bancorp, Inc.'s
expectations. Risk factors that could impact current and future performance
could include but are not limited to: failure to realize or realize fully within
the expected time frame anticipated benefits from the Proposed Transaction;
difficult or costly integration of the businesses; adverse changes in the
economy of RFS Bancorp, Inc.'s primary market; and changing requirements of
federal and state bank regulatory agencies that could materially impact future
operations of RFS Bancorp, Inc.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
The following exhibits are filed as part of this report:
EXHIBIT NO. DESCRIPTION
99.1 Press Release issued April 27, 2001. (Incorporated
by reference to the Schedule 14A filed by RFS
Bancorp, Inc. on April 27, 2001).
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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.
RFS BANCORP, INC.
By: /s/ James J. McCarthy
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James J. McCarthy,
President and Chief Executive
Officer
Date: May 10, 2001
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