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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): September 26, 2001
RFS BANCORP, INC.
(Exact name of registrant as specified in charter)
UNITED STATES 00-25047 04-3449818
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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)
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ITEM 5. Other Events.
On September 27, 2001, RFS Bancorp, Inc. (the "Company") completed the
transactions contemplated by an Agreement and Plan of Merger dated as of April
27, 2001, as amended, by and among the Company, Revere, MHC, Revere Federal
Savings Bank, Danvers Bancorp, Inc., and Danvers Savings Bank (the "Merger
Agreement"), including a reverse stock split pursuant to which each minority
shareholder of the Company will receive $22.75 in cash for each share of the
Company's common stock that such shareholder owned prior to the split (the
"Reverse Stock Split"). Immediately after the Reverse Stock Split, the Company
also exchanged its federal stock holding company charter for an interim federal
stock savings association charter (the "Interim Entity"). The Interim Entity
then subsequently merged with and into Revere Federal Savings Bank (the "Bank")
with the Bank as the surviving entity.
In addition, the merger of Revere, MHC with and into Danvers Bancorp,
Inc., and the merger of the Bank with and into Danvers Savings Bank were
completed in accordance with the terms of the Merger Agreement. The press
release announcing completion of the transactions contemplated by the Merger
Agreement is included herewith as Exhibit 99.1.
Information contained in the exhibit 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 the Company'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 transactions contemplated
by the Merger Agreement; difficult or costly integration of the businesses;
adverse changes in the economy of the Company's primary market; and changing
requirements of federal and state bank regulatory agencies.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
The following exhibit is filed as part of this report:
EXHIBIT NO. DESCRIPTION
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99.1 Press Release issued September 27, 2001.
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: September 26, 2001
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