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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Resource Bancshares Mortgage Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 57-0962375
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(State of Incorporation or Organization) (IRS Employer Identification No.)
7909 Parklane Road
Columbia, South Carolina 29223
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of securities of a class of securities pursuant to Section
pursuant to Section 12(b) of the Exchange 12(g) of the Exchange Act and is effective
Act and is effective pursuant to General pursuant to General Instruction A.(d), please
Instruction A.(c), please check the check the following box. X
following box. ---
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Securities Act registration statement file number to which this form relates:
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 6, 1998, the Board of Directors of Resource Bancshares
Mortgage Group, Inc. (the "Company"), authorized the issuance of one right (a
"Right") with respect to each outstanding share of common stock, par value of
0.01 per share ("Common Stock") of the Company as of the close of business on
February 6, 1998. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") dated February 6, 1998, between the
Company and First Chicago Trust Company of New York (the "Rights Agent").
DETACHMENT OF RIGHTS; EXERCISE. Initially, the Rights will attach to
certificates of outstanding shares of Common Stock and no separate Right
Certificate will be distributed. The Rights will become exercisable and separate
from the shares of Common Stock upon the earlier of (i) ten days after the date
(the "Stock Acquisition Date") of a public announcement that a person or group
of affiliated or associated persons has acquired beneficial ownership of 15% or
more of the outstanding Common Stock of the Company (such person or group being
hereinafter referred to as an "Acquiring Person"); or (ii) ten business days (or
such later date as the Board may determine) following the commencement or
announcement of an intention to make a tender offer or exchange offer the
consummation of which would result in a person or group becoming the beneficial
owner of 15% or more of the outstanding Common Stock (the earlier of such dates
in clauses (i) and (ii) being called the "Distribution Date"). Shares of Common
Stock beneficially owned by the Company or any subsidiary of the Company will
not be considered outstanding for purposes of calculating the percentage
ownership of any person.
Until the Distribution Date (or earlier redemption or expiration of the
Rights) (i) the Rights will be evidenced by the certificates for the Common
Stock, (ii) the Rights will be transferred with and only with the Common Stock,
(iii) new Common Stock certificates issued after February 16, 1998, upon
transfer or new issuance of the Common Stock will contain a notation
incorporating the Rights Agreement by reference, and (iv) the surrender for
transfer of any certificates for Common Stock outstanding as of February 16,
1998, even without such notation, will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
The Rights are not exercisable until the Distribution Date. When they
become exercisable, each Right initially entitles the registered holder to
purchase from the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock $.01 par value per share ("Preferred Stock") of
the Company at a price of $83.00 per one one-hundredth of a share of Preferred
Stock (the "Purchase Price"), subject to adjustment. The Rights will expire on
February 16, 2008 (the "Final Expiration Date"), unless the Final Expiration
Date is extended or the Rights are earlier redeemed or exchanged
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by the Company as described below.
If a Person were to become an Acquiring Person, each Right then
outstanding (other than Rights beneficially owned by the Acquiring Person which
would become null and void) would become a right to buy for the Purchase Price
that number of shares of Common Stock that at the time of such acquisition would
have a market value of two times the Purchase Price. If, however, the Board of
Directors of the Company determines in good faith that a Person who would
otherwise be an Acquiring Person, has become such inadvertently, and such Person
divests a sufficient number of shares of Common Stock by such deadline as the
Board of Directors shall set, then such Person shall not be deemed to be an
Acquiring Person for any purposes of the Rights Agreement.
If the Company is acquired in a merger or other business combination
transaction or more than 50% of its consolidated assets or earning power are
sold other than in the ordinary course of business, proper provision will be
made so that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price, that number of
shares of common stock of the acquiring company which at the time of such
transaction would have a market value of two times the Purchase Price.
Each of the following persons will not be deemed to be an Acquiring
Person even if they have acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding Common Stock of the Company: (i) the
Company, any subsidiary of the Company, or any employee benefit plan of the
Company or of any subsidiary of the Company and (ii) any person who would
otherwise become an Acquiring Person solely by virtue of a reduction in the
number of outstanding shares of Common Stock unless and until such person shall
become the beneficial owner of any additional shares of Common Stock.
REGISTRATION. The offer and sale of the Preferred Stock, Common Stock
or other securities issuable upon exercise of the Rights will be registered with
the Securities and Exchange Commission but such registration will not be
effective until the Rights become exercisable. As described above, however, the
Rights will not be transferable separately from the Common Stock until the
Distribution Date.
ANTIDILUTION AND OTHER ADJUSTMENTS. The number of shares of Preferred
Stock, Common Stock or other securities or property issuable upon exercise of
the Rights, and the Purchase Price payable, are subject to customary adjustments
from time to time to prevent dilution.
EXCHANGE OPTION. At any time after a Person becomes an Acquiring Person
and before the acquisition by a Person of 50% or more of the outstanding Common
Stock of the Company, the Board of Directors may, at its option, issue Common
Stock or common stock equivalents of the Company in mandatory redemption of, or
in exchange for, all or part of the then outstanding exercisable Rights (other
than Rights owned by such Acquiring Person which would become null and void) at
an exchange ratio of one share of Common Stock, or common stock equivalents
equal to one share of Common Stock, per Right, subject to adjustment.
REDEMPTION OF RIGHTS. At any time prior to the Stock Acquisition Date,
the Board of
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Directors of the Company may redeem all, but not less than all, of the then
outstanding Rights at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
NO RIGHTS AS STOCKHOLDER. Until a Right is exercised, the holder
thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends.
AMENDMENT OF RIGHTS. The terms of the Rights may be amended by the
Company without the consent of the holders of the Rights, except that after the
Stock Acquisition Date no such amendment may adversely affect the interests of
holders of the Rights.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B thereto the form
of Right Certificate, is attached as Exhibit 1 to this Form 8-A and is
incorporated herein by reference. The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
form of the Rights Agreement and the exhibits thereto.
Capitalized terms in this description are defined in the Rights Agreement.
ITEM 2. EXHIBITS.
Exhibit No. Description of Exhibit
4.1 Rights Agreement dated as of February 6, 1998 between the
Company and First Chicago Trust Company of New York, as Rights
Agent, which includes as EXHIBIT A the Form of Certificate of
Designations of the Preferred Stock, as EXHIBIT B the Form of
Right Certificate and as EXHIBIT C the Summary of Rights to
Purchase Preferred Stock.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
Date: February 9, 1998 By: /s/ Steven F. Herbert
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Name: Steven F. Herbert
Title: Senior Executive Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
4.1 Rights Agreement dated as of February 6, 1998 between the
Company and First Chicago Trust Company of New York, as Rights
Agent, which includes as EXHIBIT A the Form of Certificate of
Designations of the Preferred Stock, as EXHIBIT B the Form of
Right Certificate and as EXHIBIT C the Summary of Rights to
Purchase Preferred Stock.
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