-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ch4eff19R8LcyeAk/NoQ5Kn/tBIfYy7FZyZ3fjNsXGz4imNcqU2CL9WkAe1phtLQ kRMjxPWf79dEQGC884U7iw== 0000083402-96-000022.txt : 19960723 0000083402-96-000022.hdr.sgml : 19960723 ACCESSION NUMBER: 0000083402-96-000022 CONFORMED SUBMISSION TYPE: PRES14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960909 FILED AS OF DATE: 19960719 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE AMERICA INC CENTRAL INDEX KEY: 0000083402 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 720654145 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: PRES14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-04408 FILM NUMBER: 96596792 BUSINESS ADDRESS: STREET 1: 1521 LOCUST STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155465005 MAIL ADDRESS: STREET 1: 2876 SOUTH ARLINGTON ROAD CITY: AKRON STATE: OH ZIP: 44312 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE EXPLORATION INC DATE OF NAME CHANGE: 19890214 FORMER COMPANY: FORMER CONFORMED NAME: SMTR CORP DATE OF NAME CHANGE: 19700522 PRES14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 RESOURCE AMERICA, INC. ------------------------------------------------ (Name of Registrant as Specified In Its Charter) MICHAEL L. STAINES, SECRETARY ------------------------------------------------------------------------ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11. 1) Title of each class of securities to which transaction applies: ________________________________________________________ 2) Aggregate number of securities to which transaction applies: ________________________________________________________ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule O-11 (Set forth the amount on which the filing fee is calculated and state how it was determined); ________________________________________________________ 4) Proposed maximum aggregate value of transaction: ________________________________________________________ 5) Total fee paid: ________________________________________________________ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ________________________________________________________ 2) Form, Schedule or Registration Statement No.: ________________________________________________________ 3) Filing Party: ________________________________________________________ 4) Date Filed: ________________________________________________________ RESOURCE AMERICA, INC. 1521 Locust Street - Fourth Floor Philadelphia, PA 19102 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS September 9, 1996 To the Stockholders of RESOURCE AMERICA, INC.: Notice is hereby given that a special meeting of stockholders of RESOURCE AMERICA, INC., a Delaware corporation (the "COMPANY"), will be held at 1521 Locust Street, Fourth Floor, Philadelphia, Pennsylvania 19102, on September 9, 1996 at 9:00 a.m., Philadelphia time, for the following purposes: 1. To consider and vote on a proposal to amend the Company's Certificate of Incorporation to (i) increase the aggregate number of authorized shares of the Company's Common Stock to 8.0 million shares, and (ii) as a part thereof, increase the number of authorized shares of the Company's Class A Common Stock to 6.5 million shares. 2. To transact such other business as may properly come before the meeting. Only stockholders of record on the books of the Company at the close of business on August 12, 1996, will be entitled to notice of and to vote at the meeting or any adjournments thereof. A list of stockholders entitled to vote at the meeting will be available for inspection at the offices of the Company at 1521 Locust Street, Fourth Floor, Philadelphia, Pennsylvania 19102. The stock transfer books will not be closed. |---------------------------------------------------------------| | STOCKHOLDERS CAN HELP AVOID THE NECESSITY AND EXPENSE OF | | SENDING FOLLOW-UP LETTERS TO ASSURE A QUORUM BY PROMPTLY | | RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED ENVELOPE| | REQUIRES NO POSTAGE AND YOU MAY REVOKE YOUR PROXY AT ANY TIME | | PRIOR TO ITS USE. | |---------------------------------------------------------------| By order of the Board of Directors, Michael L. Staines, Secretary August 15, 1996 RESOURCE AMERICA, INC. 1521 Locust Street - Fourth Floor Philadelphia, PA 19102 ------------ PROXY STATEMENT SPECIAL MEETING OF STOCKHOLDERS ------------ GENERAL Introduction - ------------ The special meeting of stockholders of Resource America, Inc. (the "COMPANY") will be held on Monday, September 9, 1996 at 1521 Locust Street, Fourth Floor, Philadelphia, Pennsylvania 19102, at 9:00 a.m., Philadelphia time, for the purposes set forth in the accompanying notice. Only stockholders of record at the close of business on August 12, 1996 will be entitled to notice of and to vote at such meeting. This statement is furnished in connection with the solicitation by Company management of proxies from stockholders to be used at such meeting, and at any and all adjournments thereof. Proxies in the accompanying form, properly executed and duly returned to the Company, and not revoked, will be voted at the meeting and any and all adjournments thereof. This proxy statement and the accompanying form of proxy are being sent on or about August 15, 1996, to stockholders of record on August 12, 1996. Revocation of Proxy - ------------------- If a proxy in the accompanying form is executed and returned, it may nevertheless be revoked at any time prior to its exercise by giving written notice of revocation to the Secretary of the Company at its Philadelphia address stated herein, by submitting a later dated proxy, or by attending the meeting and voting in person. Expenses and Manner of Solicitation - ----------------------------------- The cost of soliciting proxies, which is not expected to exceed $15,000, will be borne by the Company. In addition to the use of the mails, proxies may be solicited by personal interview, telephone and telegraph, and by directors, officers and regular employees of the Company, without special compensation therefor. The Company expects to reimburse banks, brokers and other persons for their reasonable out-of-pocket expenses in handling proxy materials for beneficial stockholders. VOTING AT THE MEETING As of the close of business on July 15, 1996, the Company had an authorized capitalization of 4,500,000 shares, consisting of 3,500,000 shares of common stock, par value $.01 per share ("COMMON STOCK" or "COMMON SHARES"), divided into 2,000,000 shares of Class A Common Stock and 1,500,000 shares of Class B Common Stock, and 1,000,000 shares of preferred stock, par value $1.00 per share ("PREFERRED STOCK" or "PREFERRED SHARES"). Of such authorized capitalization, 1,894,483 shares of Class A Common Stock were outstanding as of the date hereof. There are no outstanding shares of Class B Common Stock or Preferred Stock. At the special meeting, the holders of Common Stock will be entitled to one vote per share on each matter of business properly brought before the meeting. The presence in person or by proxy of holders of the Company's outstanding Common Stock representing not less than a majority of the outstanding shares of Common Stock will constitute a quorum. The affirmative vote of a majority of the shares of Common Stock outstanding on the record date will be necessary for the approval of the proposed amendment to the Company's Certificate of Incorporation to increase its authorized capitalization. The affirmative vote of a majority of the shares of Common Stock present and voting (assuming a quorum is present) will be necessary for all other business properly brought before the meeting by the Board of Directors. Abstentions may be specified on the foregoing proposal. Abstentions will be considered present for purposes of determining the presence of a quorum, but as unvoted on the proposal. Abstentions will have the same effect as a negative vote because the approval of the proposed amendment to the Certificate of Incorporation requires the affirmative vote of not less than a majority of the outstanding shares of Common Stock. Brokers that are member firms of the New York Stock Exchange and who hold shares in street name for customers have the discretion to vote those shares with respect to certain matters if they have not received instructions from the beneficial owners. Brokers will not have such discretionary authority with respect to the proposal to be voted upon at the Special Meeting. A failure by brokers to vote shares held by them in street name will mean that such shares will not be counted for the purposes of establishing a quorum and will not be voted. Accordingly, such broker non-votes will have the same effect as a negative vote with respect to the proposed amendment to the Company's Certificate of Incorporation. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the number and percentage of shares of Common Stock owned, as of July 15, 1996, by (a) each person who, to the knowledge of the Company, is the beneficial owner of 5% or more of the outstanding shares of any class of the Common Stock, (b) each of the Company's directors, (c) each of the Company's executive officers, and (d) all of the -2- Company's executive officers and directors as a group. This information is reported in accordance with the beneficial ownership rules of the Securities and Exchange Commission under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days. Shares of Common Stock issuable pursuant to options or warrants are deemed to be outstanding for purposes of computing the percentage of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the percentage of any other person. See notes (f), (h) and (i), below, for information concerning outstanding options and warrants. All ownership amounts have been adjusted to give effect to the January, April and May 1996 stock dividends.
Common Stock ------------------------------------------------------------------ Percent of Percent of Percent of Amount Class A Class B Aggregate Beneficial Owner(a) Owned(b)(c) Common Stock Common Stock Common Stock - ----------------------- ----------- ------------ ------------ ------------ Directors --------- Carlos C. Campbell 25 * * * Edward E. Cohen 652,242 (d)(e)(f)(g)(j) 33.98% * 33.98% John R. Hart 983,150 (h) * 100% 34.17% Andrew M. Lubin 280 * * * Alan D. Schreiber, M.D. 3,370 * * * Michael L. Staines 19,822 (f)(g)(i) 1.04% * * John S. White 0 * * * Executive Officers ------------------ Freddie M. Kotek 3,462 (g)(j) * * * Nancy J. McGurk 13,330 (f)(g)(j) * * * Scott F. Schaeffer 13,143 (f)(g)(j) * * * All present officers 1,688,824 (d)(e)(f) 36.41% 100% 57.81% and directors as a group (g)(h)(i) (10 persons) (j) Owners of 5% or More of Outstanding Shares --------------------- Physicians Insurance Company of Ohio(h) 983,150 * 100% 34.17% Bryn Mawr Resources, Inc.(d) 583,430 30.80% * 30.80% J. W. Straker Trust 176,185 9.30% * 9.30%
- -------------------------------- * Less than 1% (a) The address for each director (except Mr. Hart), each executive officer and Bryn Mawr Resources, Inc., is 1521 Locust Street, Fourth Floor, Philadelphia, Pennsylvania 19102. The address for Mr. Hart and Physicians Insurance Company of Ohio is 13515 Yarmouth Drive, N.W., Pickerington, Ohio 43147. -3- (b) All share amounts shown are Class A Common Stock, except for those of Physicians Insurance Company of Ohio and Mr. Hart, which represent shares of Class B Common Stock. (c) Excludes options to acquire Class A Common Stock granted to certain officers and directors aggregating 95,506 shares. None of such options is vested or exercisable as of the date hereof. (d) Includes the 583,430 shares of Class A Common Stock beneficially owned by Bryn Mawr Resources, Inc. ("Bryn Mawr") and held of record by BMR Holdings, Inc., a subsidiary of Bryn Mawr. Bryn Mawr has filed Schedule 13D with the Securities and Exchange Commission concerning its ownership of the Company's Class A Common Stock. Mr. Cohen is an officer, director and principal shareholder of Bryn Mawr. (e) Of the 130,671 shares held in the name of the Resource America, Inc. 1989 Employee Stock Ownership Trust, 106,597 have been allocated to the accounts of eligible employees. The Trustee of the Trust, Mr. Cohen, has voting power for the 24,074 shares which have not been allocated to the accounts of eligible employees. Accordingly, only unallocated shares held by the Trust and shares allocated to Mr. Cohen's account are included in the share amount for Mr. Cohen. See note (g). (f) Includes shares issuable on exercise of options granted in 1993 under the 1989 Key Employee Stock Option Plan of: Mr. Cohen - 25,281 shares, Mr. Schaeffer - 8,427 shares, Mr. Staines - 5,056 shares and Ms. McGurk - 1,685 shares. (g) Includes shares allocated under the 1989 Employee Stock Ownership Trust in the amounts of: Mr. Cohen - 17,580 shares; Mr. Staines - 11,395 shares; Mr. Schaeffer - 4,537 shares; Mr. Kotek - 2,660 shares and Ms. McGurk - 7,432 shares. (h) Represents shares issuable pursuant to warrants exercisable by Physicians Insurance Company of Ohio ("PICO"). PICO has filed Schedule 13G with the Securities and Exchange Commission concerning its ownership of warrants with respect to the Company's Class B Common Stock. Mr. Hart is an officer and director of PICO. (i) Includes 3,371 shares issuable on exercise of options granted to Mr. Staines in 1993 under the 1984 Key Employee Stock Option Plan. (j) Includes shares allocated under the Resource Exploration, Inc. Employee Savings Plan in the amount of: Mr. Cohen - 1,877 shares; Mr. Kotek - 802 shares; Ms. McGurk - 4,213 shares and Mr. Schaeffer - 179 shares, as to which each has voting power. -4- PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK General - ------- The Board of Directors of the Company, on June 25, 1996, unanimously adopted a resolution that approves, and submits to the stockholders for their approval, a proposal that would amend the Certificate of Incorporation of the Company to increase the number of authorized shares of the Company's Common Stock to 8,000,000 shares, and to allocate the increase to the Company's Class A Common Stock, thereby increasing the number of authorized shares of Class A Common Stock to 6,500,000 shares. As of the close of business on August 12, 1996 (the record date), and as of the date hereof, the Company had an authorized capitalization of 4,500,000 shares, consisting of 2,000,000 shares of Class A Common Stock, 1,500,000 shares of Class B Common Stock and 1,000,000 shares of Preferred Stock. Of such authorized capitalization, 1,894,483 shares of Class A Common Stock are outstanding as of the date hereof. There are no outstanding shares of Class B Common Stock or Preferred Stock. The Company has outstanding employee options with respect to 139,326 shares of Class A Common Stock, of which options with respect to 43,820 shares are currently vested. An additional 95,506 shares are issuable upon grants of options under existing employee option plans. Assuming that the number of shares under option and the number of additional shares issuable under existing plans are adjusted to reflect the May 1996 stock dividend (as permitted, but not required, under the terms of the option grants and the plans) 348,316 shares of Class A Common Stock would be issuable pursuant thereto. Purposes of the Proposed Amendment - ---------------------------------- The proposed amendment has two principal purposes: (i) to ensure that there are a sufficient number of authorized shares of Class A Common Stock available to prevent termination of outstanding unvested employee options, to enable the Company to grant options to the full extent authorized by existing option plans, and to permit adjustment of outstanding options, whether vested or unvested, and the amount of shares issuable in the future pursuant to existing option plans, to reflect the May 1996 stock dividend; and (ii) to give the Company flexibility in its financial affairs in the future by making 4,257,201 shares of Common Stock available for issuance by the Company without further vote of the stockholders (unless such approval is thereafter required by law or the rules of any applicable exchange). As set forth in "General," above, the Company currently has 1,894,483 shares of Class A Common Stock outstanding, leaving 105,517 shares unissued. While the number of unissued shares is sufficient to satisfy currently vested employee options, it is not sufficient to satisfy outstanding unvested employee options or to allow the Company to grant options to the full -5- extent authorized by existing option plans, nor is it sufficient to permit adjustment of the number of shares under option (as permitted by the option grants) or issuable under existing option plans (as permitted by the option plans) to reflect the May 1996 stock dividend. The proposed increase in the number of authorized shares of Class A Common Stock would permit the appropriate adjustments to the option grants and option plans, continuance of outstanding option plans and continuance of unvested option grants. In the event the proposal is not approved by the shareholders, the number of shares subject to existing options will not be adjusted to reflect the May 1996 stock dividend (although the exercise prices may be adjusted to take such dividend into account), no further employee options will be able to be granted under existing plans and outstanding unvested option grants will be cancelled by the Company, subject to agreement with the option holders as to appropriate compensation therefor. No such agreements have been negotiated as of the date hereof. Authorized but unissued and unreserved Common Stock not reserved for options would be available for issuance in such transactions and at such times as the Company's Board of Directors determines. The Board of Directors considers it advisable to have the additional shares available for possible future issuance in connection with future offerings, stock dividends, stock splits or for other corporate purposes. In particular, the Company is currently evaluating several management proposals which would increase the Company's capital, possibly including a public offering of Class A Common Stock and/or an exchange of Class A Common Stock for assets of partnerships in which the Company has an interest. Each of such proposals is currently in a preliminary stage only and, accordingly, there can be no assurance as to whether any proposal will be implemented, in whole or in part, or as to the timing thereof. Because stockholders do not have preemptive rights under the Company's Certificate of Incorporation, stockholders may (depending upon the particular circumstances in which additional Common Stock is issued) be subject to dilution in connection with the issuance of additional shares. Except as set forth above, the Company has no plans, options, warrants, contractual commitments or other arrangements, and is considering no proposals, for the issuance of shares from either class of Common Stock. There can be no assurance that the Company will not develop such plans or proposals in the future. The Board of Directors recommends a vote FOR approval of the proposed amendment. OTHER MATTERS As of the date of this proxy statement, the Board does not intend to present and has not been informed that any other person intends to present any other matters for action at the special meeting. However, if other matters do properly come before the meeting, it is the intention of the persons named as proxies to vote upon them in accordance with their best judgment. Except as hereinabove stated, all shares represented by valid proxies received will be voted in accordance with the provisions of the proxy. -6- STOCKHOLDER PROPOSALS Under rules promulgated by the Securities and Exchange Commission, holders of Common Stock who desire to submit proposals for inclusion in the proxy statement of the Company to be utilized in connection with the 1997 annual meeting of stockholders, subject to compliance with the eligibility standards specified in such rules, must submit such proposals to the Secretary of the Company no later than October 1, 1996. By order of the Board of Directors, Michael L. Staines, Secretary August 15, 1996 -7- EXHIBIT A --------- PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION On June 25, 1996, the Board of Directors of Resource America, Inc. (the "COMPANY") unanimously adopted a resolution recommending the submission of the following resolutions to the stockholders of the Company for their approval: "RESOLVED, that the first paragraph of Article IV of the Company's Certificate of Incorporation, as heretofore amended, be further amended to read in its entirety as follows: "The total number of shares of capital stock which the Corporation shall have authority to issue is nine million (9,000,000), of which six million five hundred thousand (6,500,000) shall be shares of Class A Common Stock (hereinafter called "CLASS A COMMON STOCK"), with a par value of one cent ($.01) per share, one million five hundred thousand (1,500,000) shall be shares of Class B Common Stock (hereinafter called "CLASS B COMMON STOCK") (Class A Common Stock and Class B Common Stock are hereinafter sometimes collectively called "COMMON STOCK"), with a par value of one cent ($.01) per share, and one million (1,000,000) shall be shares of Preferred Stock (hereinafter called "PREFERRED STOCK"), with a par value of one dollar ($1.00) per share."; and further RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed to do any and all things, and execute, deliver or file any and all agreements, certificates and other documents as shall be necessary, convenient or appropriate to carry out the intent of the foregoing resolutions. -8- -----END PRIVACY-ENHANCED MESSAGE-----