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. 3 (Final Amendment)
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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 $4,947.67
(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. [ ] 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. [X] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$8,876,049 $0.00*
[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 stockholder of the Company hereby submit their Rule
13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3").
The Schedule 13E-3 relates to 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"). Among other things, the
Merger Agreement provides for 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"). In connection with the
Merger Agreement proposal, the Company's stockholders were also 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 was to facilitate the Reverse Stock Split.
Immediately after the Charter Amendment and the Reverse Stock Split
were consummated, the Company exchanged its federal stock holding company
charter for an interim federal stock savings association charter (the "Interim
Entity"). The Interim Entity then merged with and into the Bank with the Bank as
the surviving institution. The MHC then merged with and into Danvers Bancorp,
Inc., a Massachusetts chartered mutual holding company, with Danvers Bancorp.,
Inc. as the surviving entity. The Bank subsequently merged with and into Danvers
Savings Bank, a Massachusetts chartered stock savings bank, with Danvers Savings
Bank as the surviving institution.
The transactions contemplated by the Merger Agreement and the Charter
Amendment were approved by the Company's Shareholders at a Special Meeting of
Shareholders held on September 12, 2001. The Charter Amendment and the Reverse
Stock Split were consummated on September 26, 2001 and the merger of the MHC
with and into Danvers Bancorp, Inc. and the merger of the Bank with and into
Danvers Savings Bank were effective as of September 27, 2001. No shareholder of
the Company asserted or perfected dissenter's rights in connection with the
Merger Agreement. Pursuant to the Merger Agreement, each share of the Company's
common stock, par value $.01 (before the Charter Amendment), other than shares
held by the MHC, were entitled to receive $22.75 in cash.
This Schedule 13E-3, as amended hereby, is intended to satisfy the
reporting requirement of Section 13(e) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act") Terms used but not defined herein shall
have the meanings set forth in the definitive proxy materials filed with the
Securities and Exchange Commission on August 17, 2001.
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ITEM 2. SUBJECT COMPANY INFORMATION.
(b) Pursuant to the Merger Agreement, the Company effectuated
the Charter Amendment and the Reverse Stock Split. After the
consummation of such transactions, there was one share of
the Company common stock issued and outstanding, which was
wholly owned by the MHC. Immediately after the Reverse Stock
Split and Charter Amendment were effectuated, the Company
exchanged its federal stock holding company charter for an
interim federal stock holding company charter. The Interim
Entity then merged with and into the Bank with the Bank as
the surviving entity. The MHC was then merged with and into
Danvers Bancorp, Inc., with Danvers Bancorp, Inc. as the
surviving institution. The Bank subsequently merged with and
into Danvers Savings Bank with Danvers Savings Bank as the
surviving institution.
(c) Effective September 26, 2001, the common stock of the
Company ceased to be traded on the OTC Bulletin Board.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(c) Mr. James J. McCarthy, the President and Chief Executive
Officer of the Company and the MHC will serve as an
Executive Vice President of Danvers Bancorp, Inc. Mr.
McCarthy is also expected to be appointed Chief Operating
Officer of Danvers Savings Bank upon the earlier of December
31, 2002 or such time as the position becomes vacant. Mr.
McCarthy will also serve as a trustee of Danvers Bancorp,
Inc., and a director of Danvers Savings Bank.
Mr. J. Michael O'Brien, a former director of the Company and
the MHC will also serve as a trustee of Danvers Bancorp.,
Inc., and a director of Danvers Savings Bank.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(c)(1)-(8) Shareholders of the Company approved the Charter Amendment
and the Merger Agreement at a Special Meeting of
Shareholders held on September 12, 2001. The Charter
Amendment and the Reverse Stock Split were consummated on
September 26, 2001. The merger of the MHC with and into
Danvers Bancorp, Inc., and the merger of the Bank with and
into Danvers Savings Bank became effective on September 27,
2001.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) Danvers Bancorp. Inc. will pay the aggregate cash merger
consideration of $22.75 per share, estimated to be
approximately $8.9 million. Pursuant to the terms of the
Merger Agreement, Danvers Bancorp. Inc. will not require any
financing from a third party to pay the full amount of the
aggregate cash merger consideration. Rather, Danvers
Bancorp. Inc. is expected to pay the full amount of the cash
merger consideration from its cash reserves.
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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: September 26, 2001
RFS BANCORP, INC.
By: /s/ RFS BANCORP. INC.
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James J. McCarthy,
President and Chief Executive Officer
REVERE, MHC
By: /s/ REVERE, MHC
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James J. McCarthy,
President and Chief Executive Officer
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