SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
Amendment No. 2
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RFS Bancorp, Inc.
(Name of the Issuer)
RFS Bancorp, Inc.
and
Revere, MHC
(Name of Persons Filing Statement)
Common Stock, Par Value $.01
(Title of Class of Securities)
74955U 103
(CUSIP Number of Class of Securities)
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James J. McCarthy
President and Chief Executive Officer
RFS Bancorp, Inc.
310 Broadway
Revere, Massachusetts 02150
(781) 286-7017
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
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with copies to:
Richard A. Schaberg, Esq.
Thacher Proffitt & Wood
1700 Pennsylvania Avenue, N.W.
Suite 800
Washington, D.C. 20006
(202) 347-8400
This statement is being filed in connection with (check the appropriate
box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-2], Regulation
14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [Section
240.13e-3(c)] under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
--------------------------------- ------------------------------
$8,876,049 $0.00*
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[X] Check box if any part of the fee is offset as provided by Rule 0-11
(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
Number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,776.00
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A
Filing Party: RFS Bancorp, Inc.
Date Filed: June 21, 2001
* This amount is based on (i) 884,923 (the number of outstanding shares
of the Company's common stock as of June 19, 2001) minus (ii) 494,767 (the
number of shares of the Company's common stock owned by Revere, MHC) multiplied
by (iii) $22.75 (the cash consideration per share of the Company's common stock
to be paid by Danvers Bancorp, Inc. and/or Danvers Savings Bank) with the
resulting sum multiplied by (iv) 1/50 of one percent, to arrive at $1,776.00 as
the amount of the filing fee, pursuant to Section 13(e)(3) of the Exchange Act.
However, as permitted by Rule 0-11 (a)(2) under the Exchange Act, the foregoing
filing fee will be offset by the amount paid as the filing fee in connection
with the Preliminary Proxy Statement on Schedule 14A, filed on June 21, 2001,
and as a result no filing fee is due in connection with this Schedule 13E-3.
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SUMMARY OF MERGER TRANSACTIONS
RFS Bancorp, Inc. (the "Company"), a federally chartered stock
holding company and Revere, MHC (the "MHC"), a federally chartered mutual
holding company and the majority shareholder of the Company hereby submit
their Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3").
The Schedule 13E-3 and this Amendment relate to a proposal to
approve an Agreement and Plan of Merger dated as of April 27, 2001, as
amended on June 5, 2001 and August 3, 2001, by and among the Company, the
MHC, Revere Federal Savings Bank (the "Bank"), Danvers Bancorp, Inc. and
Danvers Savings Bank (the "Merger Agreement"). Pursuant to the Merger
Agreement, among other things, the Company will effect a reverse stock split
to decrease the number of issued and outstanding shares of the Company's
common stock by means of a 494,767 for one basis split (the "Reverse Stock
Split"). Upon completion of the transactions contemplated by the Merger
Agreement, all stockholders of the Company, except for the MHC, will be
entitled to receive $22.75 in cash for each share of the Company's common
stock that they owned prior to the Reverse Stock Split. In connection with
the Merger Agreement proposal, the Company's stockholders also will be asked
to approve a proposal to amend a provision of the Company's federal stock
holding company charter to increase the par value of the common stock of the
Company from $0.01 per share to $4,947.67 per share (the "Charter
Amendment"). The primary purpose of the Charter Amendment is to facilitate
the Reverse Stock Split.
A preliminary proxy statement detailing the terms and effects on the
Company of the transactions contemplated by the Merger Agreement (the "Proxy
Statement") was filed with the Securities and Exchange Commission
concurrently with the Schedule 13E-3. The Definitive Proxy Statement was
filed immediately prior to the filing of this Amendment No. 2 to the Schedule
13E-3. This Schedule 13E-3 is intended to satisfy the reporting requirements
of Section 13(c) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement of
the information required to be included in response to items of this Schedule
13E-3. The information in the Proxy Statement, including all exhibits thereto,
is expressly incorporated herein by reference, and the responses to each item in
this Schedule 13E-3 are qualified in their entirety by the provisions of the
Proxy Statement.
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CROSS REFERENCE SHEET
ITEM IN SCHEDULE 13E-3 LOCATION IN THE PROXY STATEMENT
Item 1: Summary Term Sheet Summary Term Sheet.
Item 2: Subject Company "Notice of the Special Meeting of Stockholders," "Summary Term Sheet --
Information The Companies," and "Proposal 1: Approval of the Merger Agreement -- The
Companies."
Item 3: Identity and "Notice of the Special Meeting of Stockholders," "Summary Term Sheet --
Background of Filing Person The Companies," "Security Ownership of Certain Beneficial Owners and
Management -- Security Ownership of Directors and Management," "Proposal
1: Approval of the Merger Agreement -- The Companies" and "Revere's
Directors and Executive Officers."
Item 4: Terms of the "Summary Term Sheet," "Special Meeting of Stockholders -- Purposes,"
Transactions "Special Factors" and "Proposal 1: Approval of the Merger Agreement."
Item 5: Past Contracts, "Revere's Directors and Executive Officers" and "Voting Agreements,"
Transactions, Negotiations and "Security Ownership of Certain Beneficial Owners and Management" and
Agreements "Appendix E -- Form of Voting Agreements, including an agreement by and
between Revere, MHC and Danvers Bancorp, Inc. and an agreement by and
between each director and executive officer of RFS Bancorp, Inc., and
Danvers Bancorp, Inc."
Item 6: Purposes of the "Special Factors -- Material Terms of the Reverse Stock Split," "Proposal
Transaction and Plans or 1: Approval of the Merger Agreement-- Overview," "Proposal 2: Approval
Proposals of the Charter Amendment," and "Appendix A -- Agreement and Plan of
Merger by and among Danvers Bancorp, Inc., Danvers Savings Bank, Revere,
MHC, RFS Bancorp, Inc., and Revere Federal Savings Bank dated April 27,
2001, as amended on June 5, 2001 and August 3, 2001."
Item 7: Purposes, "Special Factors -- Background of the Merger, -- RFS Bancorp's Board
Alternatives, Reasons and Reasons for Recommending the Merger Transactions, -- Financing and Effects
Effects of the Merger Transactions, -- Interests of Certain Persons in the Merger
and Related Transactions, -- Federal Income Tax Consequences of the
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Merger to You, and -- Accounting Treatment of the Merger Transactions."
Item 8: Fairness of the "Special Factors -- Fairness of the Transaction."
Transaction
Item 9: Reports, Opinions, "Special Factors -- Background of the Merger, -- Fairness of the
Appraisals and Negotiations Transaction, -- RFS Bancorp's Board Reasons for Recommending the Merger
Transactions, and -- Opinion of RFS Bancorp's Financial Advisor."
Item 10: Source and Amounts "Special Factors -- Financing and Effects of the Merger Transactions,"
of Funds or Other Consideration "Special Meeting of Stockholders -- Solicitation of Proxies," and
"Proposal 1: Approval of the Merger Agreement -- Other Provisions of the
Merger Agreement -- Fees and Expenses."
Item 11: Interest in "Security Ownership of Certain Beneficial Owners and Management."
Securities of the Subject
Company
Item 12: The Solicitation or "Special Meeting of Stockholders -- Votes by Revere, MHC," "Voting
Recommendation Agreements," and "Security Ownership of Certain Beneficial Owners and
Management."
Item 13: Financial Statements "Incorporation by Reference."
Item 14: Persons/Assets, "Special Meeting of Stockholders -- Solicitation of Proxies."
Retained, Employed,
Compensated or Used
Item 15: Additional Proxy Statement and Appendices.
Information
Item 16: Exhibits Proxy Statement and Appendices, Form 10-KSB for the fiscal year ended September
30, 2000 and Form 10-QSB for the quarter ended June 30, 2001, the proxy statement
for the 2001 Annual Meeting of Stockholders of RFS Bancorp, Inc. and fairness
advisor presentation materials of the Company's and the MHC's financial advisor.
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ITEM 1. SUMMARY TERM SHEET.
The information set forth under "Summary Term Sheet" of the Proxy
Statement is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) This Schedule 13E-3 is being filed by RFS Bancorp, Inc. (the
"Company"), a federally chartered stock holding company and
Revere, MHC (the "MHC"), a federally chartered mutual holding
company and the majority stockholder of the Company's common
stock. The Company's and the MHC's business address is
310 Broadway, Revere, Massachusetts 02151, and their
telephone number is (781) 284-7777.
(b) There were 884,923 shares of the Company's common stock, par
value $0.01 (per share) outstanding as of July 31, 2001,
the record date for those stockholders of the Company
entitled to vote at the Special Meeting of Stockholders.
The Company, the issuer of the common stock and the MHC
are filing this Schedule 13E-3.
The names of each executive officer and director of the
Company and the MHC are incorporated herein by reference to
those individuals listed under "Security Ownership of
Certain Owners and Management -- Security Ownership of
Directors and Management" in the Proxy Statement.
The address of each of these individuals is c/o RFS Bancorp,
Inc., 310 Broadway, Revere, Massachusetts 02151, and the
business telephone number for each of these individuals is
(781) 284-7777.
The MHC is a federally chartered mutual holding company with
its principal executive offices located at 310 Broadway,
Revere, Massachusetts 02151. The MHC's primary business is to
hold a majority of the common stock of the Company. As of July
31, 2001, Revere, MHC held 494,767 shares or 56% of the
Company's common stock.
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(c)-(f) The information set forth under "Market for Common Equity and
Related Stockholder Matters" in the Proxy Statement is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
To the best of the MHC's knowledge, during the last five years, the
MHC has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to any proceeding of a
judicial or administrative body of competent jurisdiction, or subject to a
judgment, decree or final order of the type required to be disclosed by this
Item.
(c)(1)-(5) The information set forth under "Revere's Directors and
Executive Officers" in the Proxy Statement is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTIONS.
(a) The information set forth under "Special Meeting of
Stockholders -- Purposes," "Proposal 1: Approval of the Merger
Agreement," and under "Appendix A -- Agreement and Plan of
Merger by and among Danvers Bancorp, Inc., Danvers Savings
Bank, Revere, MHC, RFS Bancorp, Inc., and Revere Federal
Savings Bank dated April 27, 2001, as amended on June 5, 2001
and August 3, 2001" in the Proxy Statement is incorporated
herein by reference.
(c) The information set forth under "Special Factors -- Interests
of Certain Persons in the Merger and Related Transactions" in
the Proxy Statement is incorporated herein by reference.
(d) The information set forth under "Proposal 1: Approval of the
Merger Agreement -- Appraisal Rights," and "Appendix F --
Dissenter and Appraisal Rights under 12 C.F.R.ss.552.14" is
incorporated herein by reference.
(e) None.
(f) Not applicable.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)(1) Not applicable.
(a)(2) The information set forth under "Revere's Directors and
Executive Officers" in the Proxy Statement is incorporated
herein by reference.
(b)(1)-(4) Not applicable.
(b)(5) The information under "Incorporation By Reference" of the
Proxy Statement concerning "Proposal I: Election of Directors
of RFS Bancorp, Inc. for the 2001 Annual Meeting of
Stockholders" is incorporated herein by reference.
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(b)(6) Not applicable.
(c) Not applicable.
(e) The information set forth under "Voting Agreements," "Security
Ownership of Certain Beneficial Owners and Management" and
"Appendix E -- Form of Voting Agreements, including an
agreement by and between Revere, MHC and Danvers Bancorp,
Inc., and an agreement by and between each director and
executive officer of RFS Bancorp, Inc., and Danvers Bancorp,
Inc." in the Proxy Statement is incorporated herein by
reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) The information set forth under "Proposal 1: Approval of the
Merger Agreement -- Overview," "Special Factors -- Material
Terms of the Reverse Stock Split," and "Proposal 2: Approval
of the Charter Amendment" in the Proxy Statement is
incorporated herein by reference.
(c)(1)-(8) The information set forth under "Proposal 1: Approval of the
Merger Agreement" and under "Appendix A -- Agreement and
Plan of Merger by and among Danvers Bancorp, Inc., Danvers
Savings Bank, Revere, MHC, RFS Bancorp, Inc., and Revere
Federal Savings Bank dated April 27, 2001, as amended on June
5, 2001 and August 3, 2001" in the Proxy Statement is
incorporated herein by reference.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth under "Special Factors -- Material
Terms of the Reverse Stock Split" in the Proxy Statement is
incorporated herein by reference.
(b) For tax and regulatory purposes, the parties to the Merger
Agreement elected to accomplish the merger of the MHC with and
into Danvers Bancorp, Inc. and the Bank with and into Danvers
Savings Bank by including the Reverse Stock Split.
(c) The information set forth under "Special Factors -- Background
of the Merger and -- RFS Bancorp's Board Reasons for
Recommending the Merger Transactions" in the Proxy Statement
is incorporated herein by reference.
(d) The information set forth under "Special Factors -- Financing
and Effects of the Merger Transactions, -- Interests of
Certain Persons in the Merger and Related Transactions, --
Federal Income Tax Consequences of the Merger to You, and --
Accounting Treatment of the Merger Transactions" in the Proxy
Statement is incorporated herein by reference.
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ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth under "Special Factors -- Fairness
of the Transaction" in the Proxy Statement is incorporated
herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) The information set forth under "Special Factors -- Background
of the Merger, -- Fairness of the Transaction, -- RFS
Bancorp's Board Reasons for Recommending the Merger
Transactions, and -- Opinion of RFS Bancorp's Financial
Advisor" in the Proxy Statement is incorporated herein by
reference.
(b)-(c) The information set forth under "Special Factors -- Opinion of
RFS Bancorp's Financial Advisor" in the Proxy Statement is
incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth under "Special Factors -- Financing
and Effects of the Merger Transactions" in the Proxy Statement
is incorporated herein by reference.
(b) None.
(c) The information set forth under "Special Meeting of
Stockholders -- Solicitation of Proxies" and "Proposal 1:
Approval of the Merger Agreement -- Other Provisions of the
Merger Agreement -- Fees and Expenses" in the Proxy Statement
is incorporated herein by reference.
(d) None.
(e) Not applicable.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth under "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement is
incorporated herein by reference.
(b) No transactions of the type required to be disclosed in Item
1008(b) have been effected in the past 60 days.
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ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d)-(e) The information set forth under "Notice of Special Meeting of
Stockholders," "Special Factors -- RFS Bancorp's Board
Reasons for Recommending the Merger Transactions, -- Interests
of Certain Persons In the Merger and Related Transactions,"
"Special Meeting of Stockholders -- Votes by Revere, MHC,"
under "Voting Agreements," "Security Ownership of Certain
Beneficial Owners and Management -- Principal Stockholders
of RFS Bancorp, and -- Security Ownership of Directors and
Management" in the Proxy Statement is incorporated herein by
reference.
ITEM 13. FINANCIAL STATEMENTS.
(a)(1)-(4) The information incorporated by reference in the Proxy
Statement under "Incorporation by Reference" is also
incorporated herein by reference.
(b) Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a)-(b) The information set forth under "Special Meeting of
Stockholders -- Solicitation of Proxies" in the Proxy
Statement is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
Reference is hereby made to the Proxy Statement and to each appendix
attached thereto, each of which is incorporated by reference herein.
ITEM 16. EXHIBITS.
(a) The Proxy Statement is incorporated herein by reference.
(b) Not applicable.
(c) "Appendix D -- Opinion and Consent of Ryan, Beck & Co.,
LLC" in the Proxy Statement is incorporated herein by
reference.
(d) "Appendix E -- Form of Voting Agreements, including an
agreement by and between Revere, MHC and Danvers Bancorp,
Inc., and an agreement by and between each director and
executive officer of RFS Bancorp, Inc. and Danvers Bancorp,
Inc." in the Proxy Statement is incorporated herein by
reference, and the Employment Letter for James J. McCarthy,
which is filed as Exhibit F to the Merger Agreement, is
incorporated herein by reference.
(f) The information set forth under "Appendix F - Dissenters'
Rights under 12 C.F.R. ss. 552.14" in the Proxy Statement is
incorporated herein by reference.
(g) The fairness advisor presentation materials and consent of
Ryan, Beck & Co., LLC. are filed to this Schedule 13E-3 as
Exhibit 16(g).
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SIGNATURE
After due 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: August 17, 2001
RFS BANCORP, INC.
By: /s/ James J. McCarthy
-------------------------------------
James J. McCarthy,
President and Chief Executive Officer
REVERE, MHC
By: /s/ James J. McCarthy
-------------------------------------
James J. McCarthy,
President and Chief Executive Officer
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