-----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, C4BmG5aHZlbzP21jOPxvE3arm3BLVPEdDLVMr3wWQt+8RJqMW2W0sUu8FB0TeNxe hgNt3tuKfdZr75ALIrGpsA== /in/edgar/work/20000815/0000950116-00-002014/0000950116-00-002014.txt : 20000922 0000950116-00-002014.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950116-00-002014 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000815 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE AMERICA INC CENTRAL INDEX KEY: 0000083402 STANDARD INDUSTRIAL CLASSIFICATION: [6282 ] IRS NUMBER: 720654145 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-12039 FILM NUMBER: 702369 BUSINESS ADDRESS: STREET 1: 1521 LOCUST ST STREET 2: 4TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155465005 MAIL ADDRESS: STREET 1: 1521 LOCUST ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE AMERICA INC CENTRAL INDEX KEY: 0000083402 STANDARD INDUSTRIAL CLASSIFICATION: [6282 ] IRS NUMBER: 720654145 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 1521 LOCUST ST STREET 2: 4TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155465005 MAIL ADDRESS: STREET 1: 1521 LOCUST ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 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 SC TO-C 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO-C Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. _____)* Resource America, Inc. ---------------------------------- (Name of Subject Company (issuer)) Resource America, Inc. (issuer/offeror) - -------------------------------------------------------------------------------- (Names of Filing Persons (identifying status as offeror, issuer or other person)) Common Stock, $0.01 par value ----------------------------- (Title of Class of Securities) 761195 20 5 ------------------------------------- (CUSIP Number of Class of Securities) Edward E. Cohen Chairman and Chief Executive Officer Resource America, Inc. 1521 Locust Street Philadelphia, PA 19102 (215) 546-5005 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copy to: J. Baur Whittlesey, Esq. Ledgewood Law Firm, P.C. 1521 Locust Street Philadelphia, PA 19102 (215) 731-9450 Calculation of Filing Fee - -------------------------------------------------------------------------------- Transaction valuation* Amount of filing fee - -------------------------------------------------------------------------------- N/A - -------------------------------------------------------------------------------- *Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] Check the 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: _____________________ Form or Registration No.: ___________________ Filing Party: _______________________________ Date Filed: _________________________________ [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] [RAI logo] Resource America, Inc. FOR IMMEDIATE RELEASE --------------------- Contact: Pamela Schreiber Investor Relations Resource America, Inc. 1521 Locust St. - 5th Floor Philadelphia, PA 19102 (215) 546-5005 (215) 546-5388 (facsimile) Page 1 of 2 - -------------------------------------------------------------------------------- RESOURCE AMERICA, INC. ANNOUNCES PLANS TO MAKE A TENDER OFFER FOR ITS COMMON STOCK (AMENDED) Philadelphia, PA--August 15, 2000--Resource America, Inc. (NASDAQ:REXI) (the "Company") today announced that its Board of Directors has authorized a "Dutch Auction" tender offer for up to 5 million shares, or approximately 21% of its outstanding common stock at an expected offer range of between $9 and $11 per share, subject to market conditions. Commencement of the proposed tender offer will be subject to completion of all regulatory filings. Executive officers and directors of the Company have indicated that they will not tender their shares in the offer. Resource America intends to finance the repurchase with a portion of the proceeds of the sale of its small-ticket equipment leasing subsidiary, Fidelity Leasing, Inc., which was recently sold to European American Bank, a subsidiary of ABN AMRO Bank, N.V. Edward E. Cohen, CEO of Resource America, stated "We will be making the offer to buy back our shares because we believe that our shares continue to be undervalued in the public market and that the offer is consistent with our long-term corporate goal of increasing shareholder value." THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF RESOURCE AMERICA'S COMMON STOCK. THE SOLICITATION OF OFFERS TO BUY RESOURCE AMERICA'S COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT RESOURCE AMERICA WILL SEND TO ITS SHAREHOLDERS. SHAREHOLDERS SHOULD READ THOSE MATERIALS CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS AND CONDITIONS OF THE OFFER. SHAREHOLDERS WILL BE ABLE TO OBTAIN COPIES OF THE OFFER TO PURCHASE, RELATED MATERIALS AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION THROUGH THE COMMISSION'S INTERNET ADDRESS AT HTTP://WWW.SEC.GOV WITHOUT CHARGE WHEN THESE DOCUMENTS BECOME AVAILABLE. SHAREHOLDERS WILL ALSO BE ABLE TO OBTAIN COPIES OF THE OFFER TO PURCHASE, RELATED MATERIALS AND SCHEDULE T-O, AS FILED WITH THE COMMISSION, (EXCLUDING EXHIBITS) WITHOUT CHARGE FROM RESOURCE AMERICA, WHEN THESE DOCUMENTS BECOME AVAILABLE, BY WRITTEN OR ORAL REQUEST DIRECTED TO SECRETARY, RESOURCE AMERICA, INC., 1521 LOCUST STREET, PHILADELPHIA, PENNSYLVANIA 19102, TELEPHONE NUMBER 215-546-5005. Resource America, Inc., operates businesses in energy, energy technology and real estate finance. -----END PRIVACY-ENHANCED MESSAGE-----