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EXHIBIT 99
REOFFER PROSPECTUS
450,655 SHARES
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
COMMON STOCK, PAR VALUE $.01 PER SHARE
This prospectus relates to up to 450,655 shares of common stock of
Resource Bancshares Mortgage Group, Inc. ("we," or "us") that may be offered
for resale by David W. Johnson, Jr. The shares have been or will be acquired by
Mr. Johnson through the exercise of stock options granted to him under a stock
option agreement.
Mr. Johnson may sell his shares at prices prevailing on the NASDAQ
Stock Market on the date of sale or at negotiated prices. We will not receive
any of the proceeds from the sale of the shares by Mr. Johnson. We will bear all
expenses of registration incurred in connection herewith; however, Mr. Johnson
will bear all selling commissions and other expenses incurred by him in
connection with the sale of shares.
Mr. Johnson and any broker or dealer participating in the sale of
shares on his behalf may be deemed to be "underwriters" within the meaning of
the Securities Act, in which case any profit on the sale of shares by them or
commissions received by such broker or dealer may be deemed to be underwriting
compensation under the Securities Act of 1933.
Our common stock is listed on the NASDAQ Stock Market under the symbol
"RBMG." The last reported sale price of our common stock on the NASDAQ Stock
Market on February 5, 2001 was $7.75.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is February 6, 2001
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TABLE OF CONTENTS
Page
Where You Can Find More Information...................................1
Incorporation of Certain Documents by Reference.......................2
The Company...........................................................2
Uses of Proceeds......................................................3
Selling Shareholder...................................................3
Plan of Distribution..................................................3
Experts...............................................................4
Legal Matters.........................................................4
Indemnification.......................................................4
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS OR ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE
YOU WITH DIFFERENT INFORMATION. SHARES OF COMMON STOCK ARE BEING OFFERED AND
SOLD ONLY IN STATES WHERE OFFERS AND SALES ARE PERMITTED. YOU SHOULD NOT ASSUME
THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE OF THIS PROSPECTUS.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information required by the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), with the Securities and Exchange Commission (the "SEC").
You may read and copy any reports, statements or other information we file at
the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our filings with the SEC are also available to the
public from the SEC's web site at http://www.sec.gov.
This prospectus constitutes a part of a registration statement on Form
S-8 filed by us with the SEC. As allowed by the rules and regulations of the
SEC, this prospectus does not contain all the information you can find in the
registration statement and the exhibits to the registration statement. For
further information with respect to us and the securities described in this
prospectus, you should refer to the registration statement, including its
exhibits. Furthermore, the statements contained in this prospectus concerning
any document filed as an exhibit are not necessarily complete and, in each
instance, we refer you to a copy of the document filed as an exhibit to the
registration statement.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus
the information that we file with it, which means that we can disclose important
information to you by referring you to other information that we have filed with
the SEC. The information incorporated by reference is considered to be a part of
this prospectus (except for any information that is superseded by the
information included directly in this prospectus), and any information that we
file later with the SEC will automatically update and supersede the information
in this prospectus. We incorporate by reference the documents listed below and
any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act until we file a post-effective amendment to the registration
statement covering the securities offered hereby that indicates that all
securities offered have been sold or that deregisters all shares then remaining
unsold:
- our annual report on Form 10-K for the year ended December 31,
1999
- our current report on Form 8-K dated March 23, 2000
- our quarterly reports on Form 10-Q for the quarterly periods
ended March 31, June 30 and September 30, 2000
- the description of our common stock, par value $.01 per share,
set forth in our registration statement on Form 8-A dated May
18, 1993, including any amendment or report filed to update
that description
- the description of our preferred stock purchase rights set
forth in our registration statement on Form 8-A filed as of
February 9, 1998, including any amendment or report filed to
update that description
We will provide to you, without charge, a copy of any or all of these
filings upon written or oral request. Written requests should be directed to
Resource Bancshares Mortgage Group, Inc., 7909 Parklane Road, Columbia, South
Carolina 29223, Attention: Investor Relations. Telephone requests may be
directed to (803) 741-3000.
THE COMPANY
We are a financial services company primarily engaged in the business
of mortgage banking. Through our wholly owned subsidiaries we work with
correspondent lenders and brokers to purchase, sell, and service agency-eligible
and subprime residential, single-family first-mortgage loans and to purchase and
sell servicing rights associated with agency-eligible loans.
As part of our primary business focus, residential mortgage banking, we
purchase agency-eligible mortgage loans through our correspondents and fund
loans through our wholesale division. We also purchase and originate residential
mortgage loans through our subprime
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division. Substantially all of the residential mortgage loans purchased and
originated by us are sold to institutional purchasers, including national and
regional broker/dealers, as mortgage-backed securities issued or guaranteed by
Fannie Mae, Freddie Mac or Ginnie Mae or are securitized. Substantially all the
agency-eligible mortgage loans are sold with the rights to service the loans
being retained by us. We then either hold the retained servicing in our
portfolio or sell it separately. We receive loan servicing fees and subservicing
fees with respect to the agency-eligible loans we fund through our wholesale
channel and purchase through our correspondent channel. We also receive loan
servicing fees with respect to agency-eligible loans the mortgage servicing
rights for which were acquired through bulk acquisitions of servicing rights
related to agency-eligible loans originated by other lenders.
USES OF PROCEEDS
Shares which may be sold pursuant to this prospectus will be sold by
Mr. Johnson for his own account, and he will receive all proceeds from any such
sale. We will not receive any of the proceeds from any sale of the shares, but
we may receive funds upon the exercise of any of the stock options granted to
Mr. Johnson. Any funds we receive on option exercises will be added to our
general funds for working capital and general corporate purposes. See "Plan of
Distribution."
SELLING SHAREHOLDER
The shares offered under this prospectus are being registered for
reoffers and resales by David W. Johnson, Jr., who is one of our directors and
was our Vice Chairman from October 1992 to September 1999, our Managing Director
from July 1993 to September 1999, our President from September 1999 to May 2000,
our Chief Executive Officer from October 1999 to January 2000 and our Chief
Operating Officer from May 2000 to November 2000. In addition to the shares
offered under this prospectus, Mr. Johnson beneficially owns 359,263 shares of
our common stock as of the date of this prospectus (including 3,000 shares owned
by his sister, with whom he shares investment power over the shares). Assuming
that Mr. Johnson does not dispose of the beneficial ownership of any such shares
or acquire beneficial ownership of any additional shares of our common stock
during this offering and that he sells all of the shares that may be offered
hereby, he will own approximately [2.07%] of our outstanding common stock after
this offering (based on the 16,895,926 shares of our common stock that are
outstanding as of the date of this prospectus plus the 450,655 shares of our
common stock that may be offered hereby).
PLAN OF DISTRIBUTION
Mr. Johnson has not advised us of any specific plans for the sale of
the shares offered under this prospectus but, if and when such shares are sold,
we expect that the shares will be sold from time to time primarily in
transactions on the NASDAQ Stock Market, although sales also may be made in
negotiated transactions or otherwise. Sales prices may or may not be related to
prevailing market prices on the NASDAQ Stock Market.
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Mr. Johnson may effect these transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive customary brokerage
commissions and charges or compensation in the form of discounts, concessions or
commissions from Mr. Johnson or the purchaser of the shares so sold for whom
such broker-dealers may act or to whom they may sell as principal or both (which
compensation, as to a particular broker-dealer, may be in excess of customary
commissions). Shares covered by this prospectus also may be sold under Rule 144
or another exemption under the Securities Act rather than pursuant to this
prospectus.
In connection with the sale of shares, Mr. Johnson and any
participating broker or dealer may be deemed to be "underwriters" within the
meaning of the Securities Act, and any profits on the sale of shares or
commissions they receive may be deemed to be underwriting discounts and
commissions under the Securities Act.
There is no assurance that Mr. Johnson will sell any or all of the
shares offered by him hereby.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1999, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
LEGAL MATTERS
The validity of the shares being offered hereby will be passed upon for
us by McNair Law Firm, P.A., Columbia, South Carolina. Certain members of that
firm own shares of our common stock.
INDEMNIFICATION
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation - a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to
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expenses (including attorneys' fees) actually and reasonably incurred in
connection with defense or settlement of such action or suit, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) for
payments of unlawful dividends or unlawful stock repurchases or redemptions or
(4) for any transaction from which the director derived an improper personal
benefit. Article SEVENTH of our Restated Certificate of Incorporation, as
amended, provides for indemnification of our directors, officers, employees and
other agents. Section 8 of Article V of our Amended and Restated Bylaws, as
amended, contains provisions for indemnification of our officers and directors.
Article SEVENTH of our Restated Certificate of Incorporation, as
amended, also provides that a director will not be personally liable to us or
our stockholders for monetary damages for beach of a fiduciary duty as a
director except to the extent that such exemption from liability or limitation
thereof is not permitted by the Delaware General Corporation Law.
In addition, we have entered into indemnity agreements with our
directors and certain other persons who are our officers, employees or agents or
who are serving at our request as a director, officer, employee or agent of
another entity. Generally, the agreements provide for indemnification of those
persons against expenses (including attorneys' fees), losses, damages,
liabilities, judgments, fines and amounts paid in settlement actually and
reasonably incurred because of any claim or claims made against them by reason
of the fact that they are or were serving in such capacities.
We also provide liability insurance for our directors and officers
which provides coverage against loss from claims made against them in their
capacities as such including liabilities under the Securities Act of 1933, as
amended.
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