-----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, Mh3vLmqy9Qmaww7pxjXGwQLn/SnlIERRBJhQ10jI5R1tmQU/MEOsyLGrPyPC+oFG GnMfA6nrSDaDsN/1OK1D9g== /in/edgar/work/0000950116-00-002394/0000950116-00-002394.txt : 20000928 0000950116-00-002394.hdr.sgml : 20000928 ACCESSION NUMBER: 0000950116-00-002394 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20000926 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-I SEC ACT: SEC FILE NUMBER: 005-12039 FILM NUMBER: 728591 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-I 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-I 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d - 100) 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 Copy to: J. Baur Whittlesey, Esq. Ledgewood Law Firm, P.C. 1521 Locust Street Philadelphia, PA 19102 (215) 731-9450 (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Calculation of Filing Fee - ------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee - ------------------------------------------------------------------------------- $55,000,000 $11,000 - ------------------------------------------------------------------------------- *For the sole purpose of calculating the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934. This calculation assumes the purchase of 5 million shares of common stock at the maximum tender offer price of $11.00 per share. 1 [ ] 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: _______________ Filing Party: _______________ Form or Registration No.: _____________ Date Filed: _________________ [ ] 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: [ ] 2 This Tender Offer Statement on Schedule TO relates to the offer by Resource America, Inc., a Delaware corporation, to purchase shares of its common stock, $0.01 par value per share. Resource America is offering to purchase up to 5 million shares, or such lesser number of shares as are properly tendered and not properly withdrawn, at a price not greater than $11.00 nor less than $9.00 per share, net to the seller in cash, without interest. Resource America's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 26, 2000 and the related Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, is incorporated herein by reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO. ITEM 12. EXHIBITS. (a)(1)(i) Offer to Purchase. (a)(1)(ii) Letter of Transmittal. (a)(1)(iii) Notice of Guaranteed Delivery. (a)(1)(iv) Letter to Participants in Resource America's Employee Stock Ownership Plan. (a)(1)(v) Letter to Participants in Resource America's 401(k) Investment Savings Plan. (a)(1)(vi) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Not applicable. (a)(5)(i) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. (a)(5)(ii) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(5)(iii) Press Release dated September 26, 2000. 3 (b) Not applicable. (d) Not applicable. (g) Not applicable. (h) Not applicable. 4 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, 2000 RESOURCE AMERICA, INC. By: /s/ Steven J. Kessler ----------------------------------- Name: Steven J. Kessler Title: Senior Vice President and Chief Financial Officer 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION (a)(1)(i) Offer to Purchase. (a)(1)(ii) Letter of Transmittal. (a)(1)(iii) Notice of Guaranteed Delivery. (a)(1)(iv) Letter to Participants in Resource America's Employee Stock Ownership Plan. (a)(1)(v) Letter to Participants in Resource America's 401(k) Investment Savings Plan. (a)(1)(vi) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Not applicable. (a)(5)(i) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5)(ii) Guidelines for Certification of Taxpayer identification Number on Substitute Form W-9. (a)(5)(iii) Press Release dated September 26, 2000. (b) Not applicable. (d) Not applicable. (g) Not applicable. (h) Not applicable. EX-99.(A)(1)(I) 2 0002.txt EXHIBIT 99.(A)(1)(I) RESOURCE AMERICA, INC. September 26, 2000 To Our Shareholders: We invite you to tender your shares of our common stock for purchase by us. We are offering to purchase up to 5 million shares at a price not greater than $11.00 nor less than $9.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. We will select the lowest purchase price that will allow us to buy 5 million shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. We will acquire all shares acquired in the offer at the same purchase price. Our offer is being made upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and related Letter of Transmittal. I encourage you to read these materials carefully before making any decision with respect to the offer. The offer will expire at 12:00 Midnight, Eastern time, on Tuesday, October 24, 2000, unless we extend it. We are making the offer to buy back our shares because we believe that our shares continue to be undervalued in the public market, that investing in our shares is an attractive use of capital and that the offer is consistent with our long-term corporate goal of increasing shareholder value. Our Board of Directors has approved the offer. However, neither we, our Board of Directors, the Dealer Manager, the Information Agent nor any other person makes any recommendation to shareholders as to whether to tender or refrain from tendering their shares or as to the purchase price at which shareholders should tender their shares, and none of them have authorized any person to make any recommendation. We urge you to evaluate carefully all information in the offer, consult with their own investment and tax advisors and make your own decision whether to tender and, if so, how many shares to tender and the price or prices at which to tender them. We have been advised that none of our directors or executive officers intends to tender any of their shares pursuant to the offer. We have also been advised that the trustees of our Employee Stock Ownership Plan do not intend to tender shares held in the plan which have not been allocated to the accounts of plan participants. We have included a summary of the terms of the offer in the Offer to Purchase. Please read the Offer to Purchase and Letter of Transmittal for more information about the offer. If you do not wish to participate in this offer, you do not need to take any action. If you do wish to tender your shares, the instructions on how to tender shares are explained in detail in the enclosed materials. If you have any questions regarding the offer or need assistance in tendering your shares, please contact D.F. King & Co., Inc., the Information Agent for the offer, at (800) 758-5880 (toll-free) or Friedman, Billings, Ramsey & Co., Inc., the Dealer Manager for the offer, at (703) 312-9500. Sincerely, RESOURCE AMERICA, INC. Edward E. Cohen Chairman, Chief Executive Officer and President Offer to Purchase for Cash by Resource America, Inc. Up to 5,000,000 Shares of its Common Stock At a Purchase Price Not Greater Than $11.00 nor Less Than $9.00 Per Share SUMMARY OF TERMS We are providing this summary of terms for your convenience. It highlights material information in this document, but you should realize that it does not describe all of the details of the offer to the same extent described in the body of this document. We urge you to read the entire document and the related letter of transmittal because they contain the full details of our offer. Where helpful, we have included references to the sections of this document where you will find a more complete discussion.
WHAT SECURITIES IS We are offering to purchase up to 5 million shares of our common stock RESOURCE AMERICA in this offer, or approximately 21% of shares outstanding. If more than 5 OFFERING TO million shares are tendered, we will purchase shares tendered at or PURCHASE? below the purchase price on a pro rata basis, except for "odd lots" (lots held by owners of less than 100 shares), which we will purchase on a priority basis. We also reserve the right to purchase up to 2% of our outstanding shares (i.e., 472,021 shares) in addition to the 5 million shares specified in this offer and could decide to purchase more shares subject to applicable legal requirements. Our offer is not conditioned on any minimum number of shares being tendered by shareholders. See Section 1. WHAT IS THE We are conducting the offer through a procedure commonly called a PURCHASE PRICE? modified "Dutch Auction." This procedure allows you to select a price within the price range specified by us at which you are willing to sell your shares. The price range for this offer is from $9.00 to $11.00 per share. We will determine the lowest single price per share within the price range that will allow us to buy 5 million shares or, if fewer shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares that we purchase in the offer will be purchased at the price we have determined, even if the price at which you chose to tender your shares was lower. We will not purchase any shares above the purchase price we have determined. If you wish to maximize the chance that your shares will be purchased, you should check the box in the section on the Letter of Transmittal indicating that you will accept the purchase price we determine. You should understand that this election could result in your shares being purchased at the minimum price of $9.00 per share. HOW AND WHEN If we purchase your shares in the offer, we will pay you the purchase WILL I BE PAID? price, in cash, as soon as practicable after the expiration of the offer period. Under no circumstances will we pay interest on the purchase price, even if there is a delay in making payment. See Section 5. HOW WILL We will need approximately $55.5 million to purchase 5 million shares, RESOURCE AMERICA assuming the price paid per share is the maximum of $11.00 per share PAY FOR THE and that fees and costs will not exceed $500,000. We recently SHARES? completed the sale of our equipment leasing business and will use a portion of the cash proceeds from that sale to pay for the shares we purchase in the offer. See Section 9.
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HOW LONG DO I You may tender your shares until our offer expires. Our offer expires on HAVE TO TENDER MY Tuesday, October 24, 2000, at 12:00 Midnight, Eastern time, unless we SHARES? extend the offer. We may choose to extend the offer at any time. We cannot assure you, however, that we will extend the offer or, if we extend it, for how long. See Sections 1 and 15. HOW WILL I BE If we extend our offer, we will make a public announcement of the NOTIFIED IF extension no later than 9:00 a.m. on the first business day after our RESOURCE AMERICA offer was scheduled to expire. See Section 15. EXTENDS THE OFFER? ARE THERE ANY Our obligation to accept and pay for your tendered shares depends CONDITIONS TO THE upon a number of conditions, including: OFFER? o No significant decrease in the price of our common stock or in the price of equity securities generally and no adverse changes in the U.S. stock markets or credit markets occur during this offer. o No legal action shall have been threatened, pending or taken that might adversely affect the offer. o No one proposes, announces or makes a tender or exchange offer (other than this offer), merger, business combination or other similar transaction involving us. o No material change in our business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership occurs during this offer. We can, however, waive any condition. For more information on conditions to the offer, see Section 7. HOW DO I TENDER If you wish to tender your shares, you must comply with one of the MY SHARES? following procedures: o for shares registered in your name, you must deliver your share certificate(s) and a properly completed and duly executed Letter of Transmittal to the Depositary at the address appearing on the back cover page of this document; or o if your shares are registered in street name, you should contact the broker, dealer, commercial bank, trust company or other nominee that holds your shares and request that they tender the shares for you; or o if you cannot get a required document or certificate to the Depositary before expiration of our offer, you must comply with the guaranteed delivery procedure outlined in Section 3. You may also contact the Dealer Manager, the Information Agent and/or your broker for assistance. The contact information for the Dealer Manager and the Information Agent is set forth on the back cover of this document. See Section 3 and the instructions to the Letter of Transmittal for more information on the procedures for tendering shares. Participants in our Employee Stock Ownership Plan who wish to tender any of their shares held in the plan must instruct the plan's trustees, acting through ATR, Inc., the third party administrator, to tender their shares by not later than Thursday, October 19, 2000 (unless the offer is extended) by following the separate instructions and procedures described in Section 3.
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Participants in our 401(k) Investment Savings Plan who wish to tender any of their shares held in the plan must instruct the plan's trustees, acting through ATR, the third party administrator, to tender their shares by not later than Thursday, October 19, 2000 (unless the offer is extended) by following the separate instructions and procedures described in Section 3. ONCE I HAVE You may withdraw your tendered shares at any time before 12:00 TENDERED SHARES Midnight, Eastern time, on Tuesday, October 24, 2000 unless the offer IN THE OFFER, CAN I is extended. If we extend the offer, you may withdraw your shares until WITHDRAW THEM? the expiration of the offer, as extended. You must deliver on a timely basis a written, telegraphic or facsimile notice of your withdrawal to the Depositary at the address appearing on the back cover of this document. Your notice of withdrawal must specify your name, the number of shares withdrawn and the name of the registered holder of the shares. Some additional requirements apply if the certificates for shares to be withdrawn have been delivered to the Depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. For more information on the procedures for withdrawing shares, see Section 4. IN WHAT ORDER WILL If 5 million shares or less are tendered, we will purchase all shares TENDERED SHARES tendered. If more than 5 million shares are tendered, we will purchase BE PURCHASED? tendered shares in the following order of priority: First, we will purchase shares for all holders of "odd lots" of less than 100 shares (not including any shares held in our Employee Stock Ownership Plan, or our 401(k) Investment Savings Plan, which will not have priority) who properly tender all of their shares at or below the purchase price determined by us. Second, after purchasing all shares from the "odd lot" holders, we will purchase shares from all other shareholders who properly tendered shares at or below the purchase price selected by us, on a pro rata basis, subject to the conditional tender provisions described in Section 6. Therefore, we may not purchase all of the shares that you tender in the offer even if they are tendered at or below the purchase price. See Section 1. IF I DECIDE NOT TO Shareholders who choose not to tender will own a greater interest in TENDER, HOW WILL our future earnings and assets following the offer. Since the purchase THE OFFER AFFECT price will be below shareholders' equity per share as of June 30, 2000, MY SHARES? completion of the offer will increase shareholder's equity per share for non-tendering shareholders. See Sections 2 and 10. WHAT DO RESOURCE While our Board of Directors has approved this offer, neither Resource AMERICA AND ITS America, our Board of Directors, the Information Agent nor the Dealer BOARD OF Manager makes any recommendation whether you should tender or DIRECTORS THINK refrain from tendering your shares or, if you choose to tender your OF THE OFFER? shares, at what price or prices you should choose. You must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. Our directors and executive officers have advised us that they do not intend to tender any of their shares in the offer. The trustees of our Employee Stock Ownership Plan have advised us that they do not intend to tender shares held in the plan which have not been allocated to the accounts of plan participants. See Section 2.
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WHAT IS THE On August 14, 2000, the last full day before the pre-commencement RECENT MARKET announcement of the offer, the last reported sale price of our shares on PRICE OF MY The Nasdaq Stock Market was $8.38. We urge you to obtain current SHARES? market quotations for your shares. WILL I HAVE TO PAY If you are a registered shareholder and you tender your shares directly BROKERAGE to the Depositary, you will not incur any brokerage commission. If you COMMISSIONS IF I hold shares through a broker or bank, we urge you to consult your TENDER MY broker or bank to determine whether transaction costs are applicable. SHARES? See the Introduction and Section 3. WHAT ARE THE Generally, you will be subject to United States federal income taxation UNITED STATES when you receive cash from us in exchange for the shares you tender. FEDERAL INCOME In addition, the receipt of cash for your tendered shares will be treated TAX CONSEQUENCES either as a sale or exchange eligible for capital gains treatment or a IF I TENDER MY dividend subject to ordinary income tax rates. See Section 14. SHARES? WHOM DO I CONTACT The Information Agent or the Dealer Manager can help answer your IF I HAVE QUESTIONS questions. The Information Agent is D.F. King & Co., Inc. and the ABOUT THE OFFER? Dealer Manager is Friedman, Billings, Ramsey & Co., Inc. Their addresses and telephone numbers are set forth on the back cover of this document.
4 Offer to Purchase for Cash by Resource America, Inc. Up to 5,000,000 Shares of its Common Stock At a Purchase Price Not Greater Than $11.00 nor Less Than $9.00 Per Share - -------------------------------------------------------------------------------- THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON TUESDAY, OCTOBER 24, 2000, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- To the Holders of Our Common Stock: Resource America, Inc., a Delaware corporation, invites its shareholders to tender up to 5 million shares of its common stock for purchase by it at a price not greater than $11.00 nor less than $9.00 per share, net to the seller in cash, without interest. We will determine the lowest purchase price that will allow us to buy 5 million shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares we acquire in the offer will be acquired at the same purchase price. We will purchase only shares properly tendered, at prices at or below the purchase price determined by us, and not properly withdrawn. However, because of the "odd lot" priority, proration and conditional tender provisions described in this Offer to Purchase, some of the shares tendered at or below the purchase price may not be purchased if more than the number of shares we seek are properly tendered. Shares not purchased in the offer will be returned as promptly as practicable following the Expiration Date. See Section 3. We reserve the right, in our sole discretion, to purchase more than 5 million shares pursuant to this offer. See Section 1. This offer is not conditioned on any minimum number of shares being tendered. This offer, however, is subject to other conditions. See Section 7. Our shares of common stock are listed and traded on The Nasdaq Stock Market under the symbol "REXI." On August 14, 2000, the last full trading day before the pre-commencement announcement of the offer, the last reported sale price of the shares on The Nasdaq Stock Market was $8.38. We urge shareholders to obtain current market quotations for the shares. See Section 8. Our Board of Directors has approved this offer. However, neither Resource America, our Board of Directors, the Dealer Manager, the Information Agent nor the Depositary makes any recommendation to you as to whether to tender or refrain from tendering your shares or as to the purchase price at which you should choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. In doing so, you should consider our reasons for making this offer. See Section 2. Our directors and executive officers have advised us that they do not intend to tender any of their shares in the offer. The trustees of our Employee Stock Ownership Plan have advised us that they do not intend to tender shares held in the plan which have not been allocated to the accounts of plan participants. The Dealer Manager for this offer is: FRIEDMAN, BILLINGS, RAMSEY & CO., INC. Purchase Offer dated September 26, 2000. 5 IMPORTANT If you wish to tender all or any part of the shares registered in your name, you must: o if your shares are registered in your name, follow the instructions described in Section 3 carefully, including completing a Letter of Transmittal in accordance with the instructions and delivering it, along with your share certificates and any other required items, to American Stock Transfer & Trust Company, the Depositary; o if your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee if you desire to tender your shares and request that the nominee tender them for you; and o if you are a participant in our Employee Stock Ownership Plan or our 401(k) Investment Savings Plan who wishes to tender shares held in these plans, follow the separate instructions and procedures described in Section 3. Any shareholder who desires to tender shares and whose certificates for the shares are not immediately available or cannot be delivered to the Depositary or who cannot comply with the procedure for book-entry transfer or whose other required documents cannot be delivered to the Depositary before expiration of the offer must tender the shares pursuant to the guaranteed delivery procedure set forth in Section 3. To properly tender shares, you must validly complete the Letter of Transmittal, including the section relating to the price at which you are tendering shares. If you wish to maximize the chance that your shares will be purchased at the purchase price determined by us, you should check the box in the section of the Letter of Transmittal captioned "Shares Tendered at Price Determined Pursuant to the Offer." Note that this election could result in your shares being purchased at the minimum price of $9.00 per share. If you have questions, need assistance or require additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery, you should contact D.F. King & Co., Inc., the Information Agent, or Friedman, Billings, Ramsey & Co., Inc., the Dealer Manager for the offer, at their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES OR AS TO THE PURCHASE PRICE AT WHICH YOU SHOULD CHOOSE TO TENDER YOUR SHARES IN THIS OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR REPRESENTATION AS HAVING BEEN AUTHORIZED BY US, THE INFORMATION AGENT OR THE DEALER MANAGER. 6 TABLE OF CONTENTS
Page ----- FORWARD-LOOKING STATEMENTS .......................................................... 8 INTRODUCTION ........................................................................ 9 THE OFFER ........................................................................... 11 1. Number of Shares ............................................................... 11 2. Purpose of the Offer; Certain Effects of the Offer ............................. 13 3. Procedures for Tendering Shares ................................................ 15 4. Withdrawal Rights .............................................................. 20 5. Purchase of Shares and Payment of Purchase Price ............................... 21 6. Conditional Tender of Shares ................................................... 22 7. Conditions of the Offer ........................................................ 22 8. Price Range of Shares .......................................................... 24 9. Source and Amount of Funds ..................................................... 24 10. Certain Information Concerning Us .............................................. 24 11. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares .......................................................... 31 12. Effects of the Offer on the Market for Shares; Registration Under the Securities Exchange Act ................................................................... 33 13. Certain Legal Matters; Regulatory Approvals .................................... 33 14. Certain United States Federal Income Tax Consequences .......................... 34 15. Extension of the Offer; Termination; Amendment ................................. 36 16. Fees and Expenses .............................................................. 37
7 FORWARD-LOOKING STATEMENTS This Offer to Purchase, the Introduction, Sections 2, 10, 12 and 14 and documents incorporated by reference contain statements that are not historical facts and constitute projections, forecasts or forward-looking statements. These statements may be identified by the use of forward-looking words or phrases such as "believes," "expects," "anticipates," "intends," "plans," "estimates," "may" and "should." These statements are not guarantees of performance. They are inherently subject to known and unknown risks, uncertainties and assumptions that could cause our future results and shareholder value to differ materially from those expressed in these statements. Our actual actions or results may differ materially from those expected or anticipated in the forward-looking statements. Specific factors that might cause such a difference include, but are not limited to: o developments affecting the price of energy, particularly natural gas, both nationally and in the regions in which we have our energy operations; o our ability to locate and acquire suitable energy properties; o natural hazards pertaining to the exploration for oil and gas, development of oil and gas properties and the transportation of oil and gas; o conformity of our actual oil and gas reserves with estimates; o events affecting either the operation or valuation of properties underlying loans in our commercial mortgage loan portfolio; o the subordinate position of many of the loans in our commercial mortgage loan portfolio; o our ability to find appropriate uses for the proceeds of the sale of our equipment leasing subsidiary; o developments in the financial markets, particularly as related to energy and real estate financing; and o the level of competition we experience in our businesses. We undertake no obligation to make any revision to the forward-looking statements contained in this document or to update them to reflect events or circumstances occurring after the date of this document. 8 INTRODUCTION Resource America, Inc., a Delaware corporation, invites its shareholders to tender shares of Resource America common stock, par value $0.01 per share, for purchase by it. We are offering to purchase up to 5 million shares at prices specified by the tendering shareholders not greater than $11.00 nor less than $9.00 per share, net to the seller in cash, without interest. We will determine the lowest purchase price that will allow us to buy 5 million shares or, if a lesser number of shares is properly tendered, all shares that are properly tendered and not withdrawn. We will purchase all shares that we acquire in the offer at the price we have determined, even if the price at which you chose to tender your shares was lower. Our offer is being made upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal which, as they may be amended or supplemented from time to time, together constitute this offer. We will purchase only shares properly tendered at prices at or below the purchase price we determine and not properly withdrawn. However, because of the "odd lot" priority, proration and conditional tender provisions described in this Offer to Purchase, we will not purchase all of the shares tendered at or below the purchase price if more than the number of shares we seek are tendered. We will return shares tendered at prices in excess of the purchase price that we select and shares we do not purchase because of proration or conditional tenders as promptly as practicable following the Expiration Date (as defined in Section 1). We reserve the right, in our sole discretion, to purchase more than 5 million shares pursuant to this offer, subject to certain limitations and legal requirements. See Sections 1 and 15. This offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to other conditions. See Section 7. Our Board of Directors has approved this offer. However, neither we, Resource America, our Board of Directors, the Information Agent nor the Dealer Manager makes any recommendation whether you should tender or refrain from tendering your shares or at what purchase price you should choose to tender your shares. You must make your own decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. In deciding whether to tender and at what purchase price, you should consider our reasons for making this offer and other available information about us. See Section 2. Our directors and executive officers have advised us that they do not intend to tender any shares in the offer. The trustees of our Employee Stock Ownership Plan have advised us that they do not intend to tender shares held in the plan which have not been allocated to the accounts of plan participants. If, at the expiration of the offer, more than 5 million shares (or such greater number of shares as we may elect to purchase) are properly tendered at or below the purchase price and not properly withdrawn, we will buy shares first from all odd lot holders (as defined in Section 1) who properly tender all their shares at or below the purchase price and second, on a pro rata basis from all other shareholders who properly tender shares at or below the purchase price, other than shareholders who tender conditionally and for whom the condition is not satisfied. See Section 1. We will pay the purchase price net to the tendering shareholder in cash, without interest. Tendering shareholders who hold shares registered in their own names and who tender their shares directly to the Depositary will not be obligated to pay brokerage commissions, solicitation fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on our purchase of shares in the offer. We urge shareholders holding shares through brokers or banks to consult the brokers or banks to determine whether transaction costs may apply if shareholders tender shares through the brokers or banks and not directly to the Depositary. Any tendering shareholder or other payee who fails to complete, sign and return to the Depositary the Substitute Form W-9 that is included as part of the Letter 9 of Transmittal or Form W-8 obtained from the Depositary may be subject to required United States federal income tax backup withholding equal to 31% of the gross proceeds payable to the tendering shareholder or other payee pursuant to the offer. See Section 3. We will pay the fees and expenses of Friedman, Billings, Ramsey & Co., Inc., the Dealer Manager for this offer, American Stock Transfer & Trust Company, the Depositary for this offer, D.F. King & Co., Inc., the Information Agent for this offer, and ATR, Inc., which is the third party administrator for both our Employee Stock Ownership Plan and our 401(k) Investment Savings Plan. See Section 16. Participants in our Employee Stock Ownership Plan may instruct the plan trustees, acting through ATR, to tender some or all of the shares held in the participant's account by following the instructions in the "Letter to Participants in Resource America's Employee Stock Ownership Plan" furnished separately and returning it to ATR in accordance with those instructions. If ATR has not received a participant's instructions at least 3 business days before the Expiration Date, ATR will not tender any shares held in a participant's account under the Employee Stock Ownership Plan. Any Employee Stock Ownership Plan shares tendered but not purchased will be returned to the participant's account. See Section 3. Participants in our 401(k) Investment Savings Plan may instruct the plan trustees, acting through ATR, to tender some or all of the shares held for the participant's account by following the instructions in the "Letter to Participants in Resource America's 401(k) Investment Savings Plan" furnished separately and returning it to ATR in accordance with those instructions. If ATR has not received a participant's instructions at least 3 business days before the Expiration Date, ATR will not tender any shares held on behalf of the participant in the 401(k) Investment Savings Plan. Any 401(k) Investment Savings Plan shares tendered but not purchased will be returned to the participant's account. See Section 3. The proceeds received by the trustees from any tender of shares from a participant's account will be reinvested in accordance with the participant's current investment directions for new elective deferral contributions. However, if the participant's current investment directions for new elective deferral contributions provide that some or all of the participant's contributions are to be invested in our common stock, then that portion of the tender proceeds will be invested in the Fidelity Spartan Money Market Fund. Once the tender proceeds have been credited to the participant's 401(k) Investment Savings Plan account, the participant may reallocate his or her investments among the various investment funds under the plan in the usual manner. As of September 14, 2000 we had 23,601,070 issued and outstanding shares, and 2,116,160 shares reserved for issuance upon exercise of outstanding stock options under our stock option plans. The 5 million shares that we are offering to purchase represent approximately 21% of our shares outstanding on September 14, 2000. The shares are listed and traded on The Nasdaq Stock Market under the symbol "REXI." On August 14, 2000, the last full day before the pre-commencement announcement of the offer, the last reported sale price on The Nasdaq Stock Market was $8.38. We urge shareholders to obtain current market quotations for the shares. See Section 8. THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. 10 THE OFFER 1. Number of Shares. In General. Upon the terms and subject to the conditions of the offer, we will purchase 5 million shares or, if a lesser number of shares is tendered, the lesser number of shares that are properly tendered and not properly withdrawn in accordance with Section 4 before the Expiration Date at prices not greater than $11.00 nor less than $9.00 per share, net to the seller in cash, without interest. The term "Expiration Date" means 12:00 Midnight, Eastern time, on Tuesday, October 24, 2000. However, we may, in our sole discretion, extend the period of time during which the offer will remain open. In the event of an extension, the term "Expiration Date" will refer to the latest time and date at which the offer, as extended by us, will expire. See Section 15 for a description of our right to extend, delay, terminate or amend the offer. In accordance with Instruction 5 of the Letter of Transmittal, tendering shareholders must either: o specify that they are willing to sell their shares to us at the price determined in the offer, or o specify the price, not greater than $11.00 nor less than $9.00 per share, at which they are willing to sell their shares to us in the offer. As promptly as practicable following the Expiration Date, we will, upon the terms and subject to the conditions of this offer, determine a single per share purchase price (in multiples of $0.125) that will allow us to purchase 5 million shares or the lesser number of shares properly tendered and not withdrawn pursuant to the offer, taking into account the number of shares tendered and the prices specified by tendering shareholders. All shares we purchase in the offer will be purchased at the same price. We will purchase only shares properly tendered at prices at or below the purchase price we determine and that have not been properly withdrawn. However, because of the "odd lot" priority, proration and conditional tender provisions, we will not purchase all of the shares tendered at or below the purchase price if more than the number of shares we seek are properly tendered. All shares tendered and not purchased pursuant to the offer, including shares tendered at prices in excess of the purchase price we determine and shares not purchased because of proration or conditional tenders, will be returned to the tendering shareholders at our expense as promptly as practicable following the Expiration Date. We reserve the right to purchase more than 5 million shares pursuant to the offer. In accordance with applicable regulations of the Securities and Exchange Commission, we may purchase pursuant to the offer an additional number of shares not to exceed 2% of the outstanding shares (i.e., 472,021 shares) without amending or extending the offer. See Section 15. If we: o increase the price that may be paid for shares above $11.00 per share or decrease the price below $9.00 per share, o materially increase the Dealer Manager's fee, o increase the number of shares that we may purchase in the offer by more than 2% of our outstanding shares, or o decrease the number of shares that we may purchase in the offer, then the offer must remain open for at least 10 business days following the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 15. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to other conditions. See Section 7. 11 Priority of Purchases. If more than 5 million shares (or any greater number of shares that we may elect to purchase) have been properly tendered at prices at or below the purchase price determined by us and not properly withdrawn before the Expiration Date, we will purchase properly tendered shares on the basis set forth below: o First, we will purchase all shares tendered by any odd lot holder (as defined below) who: o tenders all shares owned beneficially or of record by the odd lot holder at a price at or below the purchase price determined by us (tenders of less than all of the shares owned by the odd lot holder will not qualify for this preference); and o completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. o Second, after the purchase of all of the shares properly tendered by odd lot holders, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below. Consequently, all of the shares that a shareholder tenders in the offer may not be purchased even if they are tendered at prices at or below the purchase price. Odd Lots. The term "odd lots" means all shares tendered at prices at or below the purchase price selected by us by any person (an "odd lot holder") who owned beneficially or of record a total of fewer than 100 shares (not including any shares held in our Employee Stock Ownership Plan or in our 401(k) Investment Savings Plan) and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all shares owned by the holder in accordance with the procedures described in Section 3. We will accept odd lots for payment before any proration of the purchase of other tendered shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more shares, even if these holders have separate accounts or certificates representing fewer than 100 shares, or with respect to any shares held in our Employee Stock Ownership Plan or in our 401(k) Investment Savings Plan. By tendering in the offer, an odd lot holder who holds shares in his or her name and tenders the shares directly to the Depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the holder's shares. Any odd lot holder wishing to tender all of the shareholder's shares pursuant to the offer should complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. We also reserve the right, but will not be obligated, to purchase all shares properly tendered by any shareholder who tenders any shares owned beneficially or of record at or below the purchase price determined by us and who, as a result of proration, would then own beneficially or of record an aggregate of fewer than 100 shares. If we exercise this right, the number of shares that we are offering to purchase will increase by the number of shares purchased through the exercise of the right. Proration. If proration of tendered shares is necessary because more than 5 million shares (or any greater number of shares that we may elect to purchase) have been tendered, we will determine the proration factor as promptly as practicable following the Expiration Date. Proration for each shareholder tendering shares, other than odd lot holders, will be based on the ratio of the number of shares tendered by the shareholder to the total number of shares tendered by all shareholders, other than odd lot holders, at or below the purchase price selected by us. Because of the difficulty in determining the number of shares properly tendered and not properly withdrawn, and because of the odd lot procedure described above and the conditional tender procedure described in Section 6, we do not expect that we will be able to announce the final proration factor or commence payment for any shares purchased pursuant to the offer until about 7 business days after the Expiration Date. The preliminary results of any proration will be announced by press release as promptly as practicable after the Expiration Date. Shareholders may obtain preliminary proration information from the Information Agent or the Dealer Manager and may be able to obtain this information from their brokers. 12 As described in Section 14, the number of shares that we will purchase from a shareholder pursuant to the offer may affect the United States federal income tax consequences to the shareholder of the purchase and, therefore, may be relevant to a shareholder's decision whether or not to tender shares. The Letter of Transmittal affords each tendering shareholder the opportunity to designate the order of priority in which shares tendered are to be purchased in the event of proration. The order of purchase may have an effect on the federal income tax treatment of the purchase price for the shares purchased. In addition, shareholders may choose to submit a "conditional tender" under the procedures discussed in Section 6 in order to structure their tender for federal income tax reasons. We will furnish this Offer to Purchase and the related Letter of Transmittal to record holders of the shares as of September 25, 2000 and to brokers, banks and similar persons whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of shares. 2. Purpose of the Offer; Certain Effects of the Offer. Purpose of the Offer. We are making the offer to buy back our shares because we believe that our shares are undervalued in the public market and that the offer is consistent with our long-term corporate goal of increasing shareholder value. We believe that the offer is a prudent use of our financial resources, given the recent sale of our equipment leasing subsidiary, Fidelity Leasing, Inc., as well as the current market price of our common stock. We also believe that, given our business, assets and prospects, investing in our own shares is an attractive use of capital that will benefit us and our remaining shareholders. The offer provides shareholders who are considering a sale of all or a portion of their shares the opportunity to determine the price or prices (not greater than $11.00 nor less than $9.00 per share) at which they are willing to sell their shares and, if any shares are purchased pursuant to the offer, to sell those shares to us for cash without the usual costs associated with a market sale. The offer gives shareholders an opportunity to sell their shares at a price greater than the market prices prevailing immediately before the announcement of the offer. To the extent that the purchase of our shares results in a reduction in the number of shareholders of record, our costs for shareholder services should be reduced. Once the offer is completed, we believe that our currently available cash, anticipated cash flow from operations, access to credit facilities and capital markets and financial condition, taken together, will be adequate for our needs for at least the next 12 months. However, our actual experience may differ significantly from our expectations. Future events may adversely or materially affect our business, expenses or prospects and could affect our available cash or the availability or cost of external financial resources. Our Board of Directors has approved the offer. However, neither Resource America, our Board of Directors, the Information Agent nor the Dealer Manager makes any recommendation to shareholders as to whether to tender or refrain from tendering their shares or as to the purchase price at which shareholders should tender their shares, and none of them have authorized any person to make any recommendation. We urge shareholders to evaluate carefully all information in the offer, consult with their own investment and tax advisors and make their own decisions whether to tender and, if so, how many shares to tender and the price or prices at which to tender them. Our directors and executive officers have advised us that they do not intend to tender any of their shares pursuant to this offer. The trustees of our Employee Stock Ownership Plan have advised us that they do not intend to tender shares held in the plan which have not been allocated to the accounts of plan participants. Certain Effects of the Offer. Upon the completion of the offer, non-tendering shareholders will realize a proportionate increase in their relative ownership interest in our company, and thus in our future earnings and assets, subject to our right to issue additional shares and other equity securities in the future. Since the purchase price will be below shareholders' equity per share of $11.44 as of June 13 30, 2000, we anticipate that completion of the offer will increase shareholders' equity per share for non-tendering shareholders. See Section 10. Shareholders may be able to sell non-tendered shares in the future on The Nasdaq Stock Market or otherwise at a net price significantly higher than the purchase price in the offer. We can give no assurance, however, as to the price at which a shareholder may be able to sell his or her shares in the future. Shares that we acquire in this offer will become treasury stock and will be available for us to issue in the future without further shareholder action (except as may be required by applicable law or rules of The Nasdaq Stock Market) for all purposes, such as the acquisition of other businesses or the raising of additional capital for use in our businesses. We have no current plans for the issuance of shares repurchased pursuant to this offer. Except as disclosed in this Offer to Purchase, we currently have no plans, proposals or negotiations under way that relate to or would result in: o any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries; o any purchase, sale or transfer of a material amount of our assets or any of our subsidiaries; o any change in our present Board of Directors or management or any plans or proposals to change the number or the term of directors or to change any material term of the employment contract of any executive officer; o any material change in our present dividend rate or policy, or our indebtedness, capitalization, corporate structure or business; o any class of our equity securities ceasing to be authorized for quotation on Nasdaq; o any class of our equity securities becoming eligible for termination of registration under Section 12(g)(4) of the Securities Exchange Act; o the suspension of our obligation to file reports under Section 15(d) of the Securities Exchange Act; o the acquisition or disposition by any person of a material amount of our securities; or o any changes in our charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of us. Although we have no current plans to acquire additional shares of our common stock other than through the offer, we may in the future purchase additional shares in the open market, in private transactions, through tender offers or otherwise, subject to the approval of our Board and completion of any applicable regulatory requirements. Future purchases may be on the same terms as this offer or on terms that are more or less favorable to shareholders than the terms of this offer. However, Rule 13e-4 under the Securities Exchange Act prohibits us and our affiliates from purchasing any shares, other than pursuant to the offer, until at least 10 business days after the Expiration Date. Any future purchases by us will depend on many factors, including: o the market price of the shares at that time, o the results of this offer, o our business strategy, o our business and financial position, and o general economic and market conditions. 14 3. Procedures for Tendering Shares. Proper Tender of Shares. For your shares to be properly tendered, either (1) or (2) below must happen: (1) The Depositary must receive all of the following before or on the Expiration Date at the Depositary's address set forth on the back page of this document: o one of (a) the certificates for the shares or (b) a confirmation of receipt of the shares pursuant to the procedure for book-entry transfer we describe below; o one of (a) a properly completed and executed Letter of Transmittal or a manually executed facsimile of it, including any required signature guarantees, (b) an "Agent's Message" of the type we describe below in the case of a book-entry transfer or (c) a specific acknowledgement in the case of a tender through the "automated tender offer program" we describe below; and o any other documents required by the Letter of Transmittal; or (2) You must comply with the guaranteed delivery procedure set forth below. As specified by Instruction 5 of the Letter of Transmittal, each shareholder desiring to tender shares pursuant to the offer must either o check the box in the section of the Letter of Transmittal captioned "Shares Tendered at Price Determined Pursuant to the Offer" or o check one of the boxes in the section of the Letter of Transmittal captioned "Shares Tendered at a Price Determined by Shareholder" indicating the price at which the shareholder is tendering the shares. A tender of shares will be proper if, and only if, one of these boxes is checked on the Letter of Transmittal. If you wish to maximize the chance that we will purchase your shares, you should check the box in the section on the Letter of Transmittal captioned "Shares Tendered at Price Determined Pursuant to the Offer." You should be aware that this election could result in our purchasing the tendered shares at the minimum price of $9.00 per share. If you wish to indicate a specific price (in multiples of $0.125) at which their shares are being tendered, you must check a box under the section captioned "Shares Tendered at a Price Determined by Shareholder." You should be aware that this election could mean that none of your shares will be purchased if you check a box other than the box representing the lowest price. A shareholder who wishes to tender shares at more than one price must complete separate Letters of Transmittal for each price at which shares are being tendered. The same shares cannot be tendered (unless previously properly withdrawn in accordance with the terms of the offer) at more than one price. Odd lot holders who tender all their shares must also complete the section captioned "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to odd lot holders described in Section 1. We urge shareholders who hold shares through brokers or banks to consult the brokers or banks to determine whether transaction costs may apply if shareholders tender shares through the brokers or banks and not directly to the Depositary. Participants in our Employee Stock Ownership Plan who wish to tender some or all of the shares held in their accounts under the plan must follow the instructions in the "Letter to Participants in 15 Resource America's Employee Stock Ownership Plan" furnished separately and return it to ATR, the third party administrator, in accordance with those instructions. The instructions must be received by ATR no later than 3 business days before the Expiration Date or no shares allocated to the participant's account will be tendered. Participants in our 401(k) Investment Savings Plan who wish to tender some or all of the shares allocated to their accounts must follow the instructions in the "Letter to Participants in Resource America's 401(k) Investment Savings Plan" furnished separately and return it to ATR in accordance with those instructions. The instructions must be received by ATR no later than 3 business days before the Expiration Date or no shares allocated to the participant's account will be tendered. Signature Guarantees and Method of Delivery. Depending on how your shares are registered and to whom you want payments or deliveries made, you may need to have certificates endorsed and the signatures on the Letter of Transmittal and endorsement guaranteed by an "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Securities Exchange Act. No endorsement or signature guarantee is required if: o the Letter of Transmittal is signed by the registered holder of the shares tendered (which, for purposes of this Section 3, includes any participant in the Depositary Trust Company (referred to as "DTC"), whose name appears on a security position listing as the owner of the shares) exactly as the name of the registered holder appears on the certificate(s) for the shares and payment and delivery are to be made directly to the holder; or o shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an eligible guarantor institution (each of the foregoing constitutes an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. On the other hand, if a certificate for shares is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made, or shares not purchased or tendered are to be issued, to a person other than the registered holder, then the certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an Eligible Institution. In all cases, we will pay for shares tendered and accepted for payment pursuant to the offer only after timely receipt by the Depositary of certificates for the shares (or a timely confirmation of the book-entry transfer of the shares into the Depositary's account at DTC as described below), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), an Agent's Message in the case of a book-entry transfer, or the specific acknowledgement in the case of a tender through the automated tender offer program. The method of delivery of all documents, including certificates for shares, the Letter of Transmittal and any other required documents, is at the election and risk of the tendering shareholder. If delivery is by mail, we recommend that shareholders use registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery. Book-Entry Delivery. The Depositary will establish an account with respect to the shares for purposes of this offer at DTC within 2 business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC's system may make book-entry delivery of the shares by causing DTC to transfer shares into the Depositary's account in accordance with the DTC's procedures for transfer. Even if delivery of shares is made through a book-entry transfer into the Depositary's account at DTC, either (1) or (2) must happen: (1) the Depositary must receive all of the following before or on the Expiration Date at the Depositary's address set forth on the back page of this document: o one of (a) properly completed and executed Letter of Transmittal or a manually executed facsimile of it, including any required signature guarantees, (b) an Agent's Message as described below in the case of a book-entry transfer or (c) a specific acknowledgement in the case of a tender through the automated tender offer program; and 16 o any other documents required by the Letter of Transmittal; or (2) the guaranteed delivery procedure described below must be followed. Delivery of the Letter of Transmittal and any other required documents to DTC does not constitute delivery to the Depositary. The term "Agent's Message" means a message transmitted by DTC to the Depositary and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a participant tendering shares that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce the agreement against the participant. DTC participants may tender their shares in accordance with DTC's automated tender offer program to the extent it is available to them for the shares they wish to tender. A shareholder tendering through the automated tender offer program must expressly acknowledge (the "specific acknowledgement" referred to above) that the shareholder has received and agreed to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against the shareholder. Guaranteed Delivery. If you desire to tender shares pursuant to the offer and your share certificates are not immediately available or cannot be delivered to the Depositary before the Expiration Date (or the procedure for book-entry transfer cannot be completed on a timely basis), or if time will not permit all required documents to reach the Depositary before the Expiration Date, your shares still may be tendered if all of the following conditions are satisfied: o the tender is made by or through an Eligible Institution; o the Depositary receives by hand, mail, overnight courier, telegram or facsimile transmission, on or before the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form we have provided with this Offer to Purchase, including (where required) a signature guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery; and o the certificates for all tendered shares, in proper form for transfer (or confirmation of book-entry transfer of the shares into the Depositary's account at DTC), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), including any required signature guarantees, an Agent's Message in the case of a book-entry transfer or the specific acknowledgement in the case of a tender through DTC's automated tender offer program, and any other documents required by the Letter of Transmittal, are received by the Depositary within 3 business days after the date of receipt by the Depositary of the Notice of Guaranteed Delivery. Return of Unpurchased Shares. If any tendered shares are not purchased, or if less than all shares evidenced by a shareholder's certificates are tendered, we will return certificates for unpurchased shares as promptly as practicable after the Expiration Date or, in the case of shares tendered by book-entry transfer at DTC, the shares will be credited to the appropriate account maintained by the tendering shareholder at DTC, in each case without expense to the shareholder. Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the number of shares to be accepted, the purchase price to be paid for shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by us, in our sole discretion. Our determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders of any shares that we determine are not in proper form or the acceptance for payment or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the offer or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder. Our interpretation of the terms of the offer will be final and binding on all parties. No tender of shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering shareholder or waived by us. We will not, and none of the Dealer Manager, the Depositary or any other person will be, obligated to give notice of any defects or irregularities in tenders, nor will any of them incur any liability for failure to give any notice. 17 Our Employee Stock Ownership Plan. A participant in our Employee Stock Ownership Plan may instruct the third party administrator, ATR (acting on behalf of the plan trustees), to tender some or all of the shares held in the participant's account under the plan by following the instructions in the "Letter to Participants in Resource America's Employee Stock Ownership Plan" furnished separately and returning it to ATR in accordance with those instructions. Each participant may direct that some or all of the shares held in the participant's account be tendered and the price at which the participant's shares are to be tendered. We will return any plan shares tendered but not purchased to the participant's account. All documents furnished to shareholders generally in connection with the offer will be made available to participants whose accounts are credited with shares. Participants in the Employee Stock Ownership Plan cannot use the Letter of Transmittal to direct the tender of shares, but must use the separate instruction letter sent to them. Please note that instruction letters must be sumitted to ATR before the Expiration Date. We have been advised that if ATR has not received a participant's instructions at least 3 business days prior to the Expiration Date, shares held in the participant's account will not be tendered. Our 401(k) Investment Savings Plan. A participant in our 401(k) Investment Savings Plan may instruct the third party administrator, ATR (acting on behalf of the plan trustees), to tender some or all of the shares allocated to the participant's account by following the instructions in the "Letter to Participants in Resource America's 401(k) Investment Savings Plan" furnished separately and returning it to ATR in accordance with those instructions. We will return any plan shares tendered but not purchased to the participant's account. All documents furnished to shareholders generally in connection with the offer will be made available to participants whose accounts are credited with shares. Participants in the 401(k) Investment Savings Plan cannot use the Letter of Transmittal to direct the tender of shares, but must use the separate instruction letter sent to them. Please note that instruction letters must be submitted to ATR before the Expiration Date. We have been advised that if ATR has not received a participant's instructions at least 3 business days prior to the Expiration Date, shares held on behalf of the participant in the 401(k) Investment Savings Plan will not be tendered. Our 401(k) Investment Savings Plan is prohibited from selling shares to us for a price that is less than the prevailing market price. Accordingly, if a participant in the 401(k) Investment Savings Plan elects to tender shares at a price that is lower than the prevailing market price of our common stock at the expiration of the offer, the tender price elected by the participant will be deemed to have been increased to the closest tender price that is not less than the closing price of our common stock on The Nasdaq Stock Market on the Expiration Date. The proceeds received by the 401(k) Investment Savings Plan trustees from any tender of shares from a participant's plan account will be reinvested pro-rata in accordance with the participant's current investment directions for new elective deferral contributions to the plan. However, if the participant's current investment directions for new elective deferral contributions provide that some or all of the participant's contributions are to be invested in our common stock, then that portion of the tender proceeds will be invested in the Fidelity Spartan Money Market Fund. Once the tender proceeds have been credited to the participant's plan account, the participant may reallocate his or her investments among the various investment funds under the plan in the usual manner. We urge participants in our 401(k) Investment Savings Plan to read the separate instruction letter and related materials carefully. Tendering Shareholder's Representation and Warranty; Our Acceptance Constitutes an Agreement. Your tender of shares under any of the procedures described above will constitute your acceptance of the terms and conditions of the offer, as well as your representation and warranty to us that: o you have a "net long position," within the meaning of Rule 14e-4 under the Securities Exchange Act, in the shares or equivalent securities at least equal to the shares being tendered, and o the tender of shares complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender shares for that person's own account unless, at the time of tender and at the end of the proration period or period during which shares are accepted by lot (including any extensions thereof), the person so tendering: 18 o has a net long position equal to or greater than the amount of o shares tendered or o securities convertible into or exchangeable or exercisable for the shares tendered and will acquire the shares for tender by conversion, exchange or exercise and o will deliver or cause to be delivered the shares in accordance with the terms of the offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. Our acceptance for payment of shares tendered pursuant to the offer will constitute a binding agreement between you and us on the terms and conditions of the offer. United States Federal Income Tax Backup Withholding. Under the United States federal income tax backup withholding rules, unless an exemption applies, 31% of the gross proceeds payable to a shareholder or other payee pursuant to the offer must be withheld and remitted to the United States Internal Revenue Service, unless the shareholder or other payee provides his or her taxpayer identification number (employer identification number or social security number) to the Depositary (as payor) and certifies under penalties of perjury that the number is correct. Therefore, each tendering shareholder should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal in order to provide the information and certification necessary to avoid backup withholding unless the shareholder otherwise establishes to the satisfaction of the Depositary that the shareholder is not subject to backup withholding. If a United States holder (as defined in Section 14) does not provide the Depositary with the correct taxpayer identification number, the United States holder may be subject to penalties imposed by the IRS. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS in accordance with its refund procedures. Certain "exempt recipients" (including, among others, all corporations and certain non-United States holders (as defined in Section 14)) are not subject to these backup withholding and information reporting requirements. In order for a non-United States holder to qualify as an exempt recipient, that shareholder must submit an IRS Form W-8 or a Substitute Form W-8, signed under penalties of perjury, attesting to that shareholder's exempt status. These statements can be obtained from the Depositary. See Instruction 14 of the Letter of Transmittal. Withholding For Non-United States Holders. Even if a non-United States holder has provided the required certification to avoid backup withholding, the Depositary will withhold United States federal income taxes equal to 30% of the gross payments payable to a non-United States holder or the holder's agent unless the Depositary determines that a reduced rate of withholding is available under a tax treaty or that an exemption from withholding is applicable because the gross proceeds are effectively connected with the conduct of a trade or business within the United States. To obtain a reduced rate of withholding under a tax treaty, a non-United States holder must deliver to the Depositary a properly completed and executed IRS Form 1001 before the payment. To obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the offer are effectively connected with the conduct of a trade or business within the United States, a non-United States holder must deliver to the Depositary a properly completed and executed IRS Form 4224. A non-United States holder that qualifies for an exemption from withholding by delivering IRS Form 4224 will generally be required to file a United States federal income tax return and will be subject to United States federal income tax on income derived from the sale of shares pursuant to the offer in the manner and to the extent described in Section 14 as if it were a United States holder. The Depositary will determine a shareholder's status as a non-United States holder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form 1001 or IRS Form 4224) unless facts and circumstances indicate that reliance is not warranted. A non-United States holder may be eligible to obtain a refund of all or a portion of any tax withheld if the non-United States holder meets those tests described in Section 14 that would characterize the exchange as a sale (as opposed to a dividend) or is otherwise able to establish that no tax or a reduced amount of tax is due. 19 We urge non-United States holders to consult their tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure. Lost, Stolen or Destroyed Certificates. Shareholders whose certificates for part or all of their shares have been lost, stolen, misplaced or destroyed and who desire to tender some or all of their shares should contact the Depositary (which is also our stock transfer agent) at (800) 937-5449 for instructions regarding the procedures to be followed in order to replace the certificate. The Letter of Transmittal and the related documents cannot be processed until the procedures for replacing lost, stolen or destroyed certificates have been followed. Shareholders are requested to contact the Depositary immediately in order to permit timely processing of this documentation. 4. Withdrawal Rights Shares tendered pursuant to the offer may be withdrawn at any time before the Expiration Date and, unless already accepted for payment by us pursuant to the offer, may also be withdrawn at any time after 12:00 Midnight, Eastern time, on Tuesday, November 21, 2000. Except as otherwise provided in this Section 4, tenders of shares pursuant to the offer are irrevocable. For a withdrawal to be effective, a notice of withdrawal must be in written or facsimile transmission form and must be received in a timely manner by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the tendering shareholder, the number of shares to be withdrawn and the name of the registered holder of the shares, if different from that of the person who tendered the shares. If the certificates for shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering shareholder must also submit the serial numbers shown on the particular certificates for shares to be withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Section 3), except in the case of shares tendered for the account of an Eligible Institution. If shares have been tendered pursuant to the procedure for book-entry transfer described in Section 3, the notice of withdrawal also must specify the name and the number of the account at DTC to be credited with the withdrawn shares and must otherwise comply with DTC's procedures. All questions as to the form and validity, including the time of receipt, of any notice of withdrawal will be determined by us, in our sole discretion. Any determination by us will be final and binding on all parties. Neither we, the Dealer Manager, the Depositary nor any other person will be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will any of them incur liability for failure to give any notice. Participants in our Employee Stock Ownership Plan who wish to withdraw their shares must follow the instructions found in the "Letter to Participants in Resource America's Employee Stock Ownership Plan" sent to them separately. Participants in our 401(k) Investment Savings Plan who wish to withdraw their shares must follow the instructions found in the "Letter to Participants in Resource America's 401(k) Investment Savings Plan" sent to them separately. Withdrawals may not be rescinded, and any shares properly withdrawn will be deemed not properly tendered for purposes of the offer. However, withdrawn shares may be re-tendered before the Expiration Date by again following one of the procedures described in Section 3. If we extend the offer, are delayed in our purchase of shares or are unable to purchase shares pursuant to the offer for any reason, then, without prejudice to our rights under the offer, the Depositary may, subject to applicable law, retain tendered shares on our behalf, and the shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4. Our reservation of the right to delay payment for shares that we have accepted for payment is limited by Rule 13e-4(f)(5) under the Securities Exchange Act, which requires us to pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. 20 5. Purchase of Shares and Payment of Purchase Price. As promptly as practicable following the Expiration Date, we will: o determine the purchase price we will pay for the shares properly tendered and not properly withdrawn, taking into account the number of shares tendered and the prices specified by tendering shareholders, and o subject to the "odd lot" priority, proration and conditional tender provisions of this offer, accept for payment and pay for, and thereby purchase, shares properly tendered at prices at or below the purchase price and not properly withdrawn. For purposes of the offer, we will be deemed to have accepted for payment (and therefore purchase), subject to the "odd lot" priority, proration and conditional tender provisions of this offer, shares that are properly tendered at or below the purchase price selected by us and not properly withdrawn only when we give oral or written notice to the Depositary of our acceptance of the shares for payment pursuant to the offer. We will accept for payment and pay the per share purchase price for all of the shares accepted for payment pursuant to the offer as soon as practicable after the Expiration Date. In all cases, payment for shares tendered and accepted for payment pursuant to the offer will be made promptly, subject to possible delay in the event of proration or conditional tender, but only after timely receipt by the Depositary of certificates for shares, or of a timely book-entry confirmation of shares into the Depositary's account at DTC, and a properly completed and duly executed Letter of Transmittal (or manually signed facsimile of the Letter of Transmittal), an Agent's Message in the case of a book-entry transfer or the specific acknowledgement in the case of a tender through DTC's automated tender offer program, and any other required documents. We will pay for shares purchased pursuant to the offer by depositing the aggregate purchase price for the shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders. In the event of proration, we will determine the proration factor and pay for those tendered shares accepted for payment as soon as practicable after the Expiration Date. However, we do not expect to be able to announce the final results of any proration and commence payment for shares purchased until approximately 7 business days after the Expiration Date. Certificates for all shares tendered and not purchased, including all shares tendered at prices in excess of the purchase price and shares not purchased due to proration or conditional tenders, will be returned to the tendering shareholder or, in the case of shares tendered by book-entry transfer, will be credited to the DTC account maintained by the participant who delivered the shares, at our expense as promptly as practicable after the Expiration Date or termination of the offer. Under no circumstances will we pay interest on the purchase price, including by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase shares pursuant to the offer. See Section 7. We will pay all stock transfer taxes, if any, payable on the transfer to us of shares purchased pursuant to the offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted by the offer) if unpurchased shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted. See Instruction 7 of the Letter of Transmittal. Any tendering shareholder or other payee who fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included with the Letter of Transmittal may be subject to required United States federal income tax backup withholding. See Section 3. Also see Sections 3 and 14 regarding United States federal income tax consequences for non-United States shareholders. 21 6. Conditional Tender of Shares. Under certain circumstances and subject to the exceptions for odd lot holders described in Section 1, we may prorate the number of shares purchased pursuant to the offer. As discussed in Section 14, the number of shares to be purchased from a particular shareholder may affect the tax treatment of the purchase to the shareholder and the shareholder's decision whether to tender. The conditional tender alternative is made available so that a shareholder may seek to structure our purchase of shares from the shareholder in such a manner that it will be treated as a sale of such shares by the shareholder, rather than the payment of a dividend to the shareholder, for federal income tax purposes. Accordingly, a shareholder may tender shares subject to the condition that a specified minimum number of the shareholder's shares tendered pursuant to a Letter of Transmittal or Notice of Guaranteed Delivery must be purchased if any shares tendered are purchased. Any shareholder desiring to make a conditional tender must so indicate in the box captioned "Conditional Tender" in the Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. We urge each shareholder to consult with his or her own tax advisor. Any tendering shareholder wishing to make a conditional tender must calculate and appropriately indicate the minimum number of shares that must be purchased if any are purchased. If the effect of accepting tenders on a pro rata basis would be to reduce the number of shares to be purchased from any shareholder below the minimum number specified by that shareholder, the conditional tender will automatically be regarded as withdrawn (except as provided in the next paragraph). We will return all shares tendered by a shareholder subject to a conditional tender and regarded as withdrawn as a result of proration as promptly as practicable after the Expiration Date. If conditional tenders would otherwise be regarded as withdrawn because of proration and would cause the total number of shares to be purchased to fall below 5 million, then to the extent feasible we will select enough of the conditional tenders that would otherwise have been deemed withdrawn to permit us to purchase 5 million shares. In selecting among the conditional tenders, we will select by lot and will limit our purchase in each case to the designated minimum number of shares to be purchased. 7. Conditions of the Offer. Notwithstanding any other provision of this offer, we may terminate or amend the offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, subject to the rules under the Securities Exchange Act, if at any time on or after September 26, 2000 and before the Expiration Date any of the following events have occurred (or have been determined by us to have occurred) that, in our sole judgment and regardless of the circumstances giving rise to the event or events (including any action or omission to act by us), makes it inadvisable to proceed with the offer or with acceptance of shares for payment: o there has been threatened, instituted or pending any action, suit or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or by any other person, before any court, authority, agency or other tribunal that directly or indirectly: o challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the offer, the acquisition of some or all of the shares pursuant to the offer or otherwise relates in any manner to the offer; or o in our reasonable judgment could materially and adversely affect our and our subsidiaries' business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of our business or any of our subsidiaries' businesses or materially impair the contemplated benefits of the offer to us; o there has been any action threatened, instituted, pending or taken, including any settlement, or any approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be 22 applicable to the offer or us or any of our subsidiaries, by any court, government or governmental, regulatory or administrative authority, agency or tribunal that, in our reasonable judgment, could directly or indirectly result in the consequences referred to above; o there has occurred any of the following: o any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market; o the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory; o the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States; o any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, could materially affect, the extension of credit by banks or other lending institutions in the United States; o any significant decrease in the market price of our common stock or in the market prices of equity securities generally in the United States or any changes in the general political, market, economic or financial conditions in the United States or abroad that could have, in our reasonable judgment, a material adverse effect on our and our subsidiaries' business, condition (financial or otherwise), income, operations or prospects, taken as a whole, or on trading in our common stock or on the benefits of the offer to us; o in the case of any of the foregoing existing at the time of the commencement of the offer, a material acceleration or worsening thereof; or o any decline in the Nasdaq Composite Index by an amount in excess of 10% measured from the close of business on September 25, 2000; o a tender or exchange offer for any or all of the shares (other than this offer), or any merger, acquisition proposal, business combination or other similar transaction with or involving us or any subsidiary, has been proposed, announced or made by any person or has been publicly disclosed; o we learn that: o any entity, "group" (as that term is used in Section 13(d)(3) of the Securities Exchange Act) or person has acquired or proposes to acquire beneficial ownership of more than 5% of our outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before September 26, 2000); or o any entity, group or person who has filed a Schedule 13D or Schedule 13G with the SEC on or before September 26, 2000 has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise, beneficial ownership of an additional 2% or more of our outstanding shares; o any person, entity or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire us or any of our shares of common stock, or has made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of our respective assets or securities; o any change or changes have occurred or are threatened in our or our subsidiaries' business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership that, in our reasonable judgment, is or may be material to us or our subsidiaries; or 23 o we determine that the consummation of the offer and the purchase of the shares may cause our common stock to be delisted from The Nasdaq Stock Market or to be subject to deregistration under the Securities Exchange Act. The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances (including any action or omission to act by us) giving rise to any condition, and may be waived by us, in whole or in part, at any time and from time to time in our sole discretion. Our failure at any time to exercise any of the rights described above will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time. In certain circumstances, if we waive any of the conditions described above, we may be required to extend the Expiration Date. Any determination by us concerning the events described above will be final and binding on all parties. 8. Price Range of Shares. Our common stock is listed for trading on The Nasdaq Stock Market under the symbol "REXI." The following table sets forth, for the fiscal quarters indicated, the high and low sales prices per share as reported on The Nasdaq Stock Market. High Low ---------- ---------- Fiscal 1998 First quarter ....................................... $ 18.83 $ 14.25 Second quarter ...................................... 20.17 14.50 Third quarter ....................................... 30.00 19.75 Fourth quarter ...................................... 37.50 7.75 Fiscal 1999 First quarter ....................................... 13.69 7.56 Second quarter ...................................... 12.31 8.56 Third quarter ....................................... 18.50 8.50 Fourth quarter ...................................... 15.88 6.50 Fiscal 2000 First quarter ....................................... 9.25 6.75 Second quarter ...................................... 8.25 6.25 Third quarter ....................................... 8.75 6.38 Fourth quarter (through September 21, 2000) ......... 9.22 6.50 9. Source and Amount of Funds. Assuming we purchase 5 million shares pursuant to the offer at the maximum specified purchase price of $11.00 per share, we expect the maximum aggregate cost, including all fees and expenses applicable to the offer, will be approximately $55.5 million. To finance the offer, we will use a portion of the cash proceeds from the sale of Fidelity Leasing, our small ticket equipment leasing subsidiary, as described in Section 10. 10. Certain Information Concerning Us. General. We operate a diversified business encompassing energy, energy technology and real estate finance. Our energy business involves the exploration for and production of natural gas and, to a lesser extent, oil that are financed by energy programs sponsored by our subsidiary, Atlas America, Inc. Our energy technology business is conducted through a partially-owned subsidiary and principally focuses on providing billing software for public utilities. Within our real estate finance business, we engage in the acquisition and resolution of non-conforming commercial real estate loans, and sponsored Resource Asset Investment Trust, a real estate investment trust that focuses on the origination of non-conforming real estate loans. Our principal executive offices are located at 1521 Locust Street, Philadelphia, Pennsylvania 19102. Our telephone number is 215-546-5005. 24 Recent Developments. On August 1, 2000, we completed the sale of all of the outstanding capital stock of our small ticket equipment leasing subsidiary, Fidelity Leasing, to European American Bank and AEL Leasing Co., Inc., subsidiaries of ABN AMRO Bank, N.V. We received total consideration, including payment of certain intercompany indebtedness, of $152.2 million. The buyers assumed approximately $431.0 million of debt relating to Fidelity Leasing. The purchase price was paid in cash, except that $16.0 million was paid by a non-interest bearing promissory note which is payable to the extent that payments are received on a pool of Fidelity Leasing lease receivables. In addition, $10.0 million is being held in escrow until March 31, 2004 as security for our indemnification obligations to the buyers. In connection with the sale, we made $15.5 million of payments to Fidelity Leasing's management and incurred an estimated $1.9 million of expenses. In connection with the sale of Fidelity Leasing, we have renewed our focus on our energy operations and have restructured our management. Edward E. Cohen, Chairman and Chief Executive Officer, has assumed the additional office of President. Daniel G. Cohen has resigned as President and Chief Operating Officer and Scott F. Schaeffer has resigned as Vice Chairman. Messrs. Schaeffer and Cohen will continue as directors. We anticipate making severance payments to Messrs. Schaeffer and Cohen in connection with their employment contracts, copies of which have been previously filed with the SEC as an exhibit to our quarterly report on Form 10-Q for the quarter ended December 31, 1999. Summary Unaudited Pro Forma Financial Information. The following statements set forth unaudited pro forma financial information about us, giving effect to the sale of Fidelity Leasing. In addition, the statements give effect to our purchase of shares in the offer. The statements give effect to the sale and our purchase of shares in the offer as if they had occurred on June 30, 2000 (with respect to balance sheet data) and as of the beginning of each period presented (with respect to income statement data). No effect has been given in the pro forma consolidated statement of income for interest income or other results from the use of proceeds of the sale of Fidelity Leasing, other than our purchase of shares in the offer. These statements do not purport to be indicative of our financial position or results of operations for future periods or indicative of the results that actually would have been realized had the sale and our purchase of shares in the offer taken place at June 30, 2000 or at the beginning of the periods covered by the income statements. 25 RESOURCE AMERICA, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AT JUNE 30, 2000 (in thousands, except per share data)
Pro Forma Historical Adjustments Pro Forma ------------- ------------ ----------- Assets Cash ....................................................... $ 21,361 $ 53,328 A,G $ 74,689 Cash -- escrow ............................................. -- 10,000 B 10,000 Accounts and notes receivable and other prepaid expenses .................................................. 14,783 6,185 C 20,968 Net assets of discontinued operations ...................... 99,606 (97,413)D 2,193 Investments in real estate loans (less allowance for possible losses of $1,705)................................. 181,656 181,656 Investments in real estate ventures ........................ 17,743 17,743 Investment in Resource Asset Investment Trust .............. 9,195 9,195 Property and equipment: Oil and gas properties and equipment (successful efforts) ................................................ 84,808 84,808 Gas gathering and transmission facilities ................. 18,455 18,455 Other ..................................................... 7,064 7,064 --------- --------- 110,327 -- 110,327 Less-accumulated depreciation, depletion & amortization .............................................. (25,811) (25,811) --------- --------- Net property and equipment ............................. 84,516 -- 84,516 Other assets (less accumulated amortization of $8,360).................................................... 53,723 53,723 --------- --------- Total assets ........................................... $ 482,583 $(27,899) $ 454,684 ========= ========= ========= Liabilities and Stockholders' Equity Debt: Warehouse debt ............................................ $ -- $ $ -- Non-recourse debt ......................................... 58,920 58,920 Senior debt ............................................... 99,100 99,100 Other debt ................................................ 5,602 5,602 --------- ---------- Total debt ............................................. 163,622 -- 163,622 --------- --------- ---------- Other liabilities: Accounts payable .......................................... 8,357 8,357 Accrued liabilities ....................................... 14,098 14,098 Estimated income taxes .................................... 6,812 10,488 E 17,300 Deferred income taxes ..................................... 4,713 4,713 --------- ---------- Total liabilities ...................................... 197,602 10,488 208,090 --------- --------- ---------- Minority interest in Atlas Pipeline Partners, L.P. ......... 17,795 -- 17,795 --------- --------- ---------- Commitments and contingencies .............................. -- -- -- --------- --------- ---------- Stockholder's equity: Preferred stock, $1.00 par value: 1,000,000 authorized shares ....................................... -- -- Common stock, $0.01 par value: 49,000,000 authorized shares ....................................... 245 245 Accumulated other comprehensive loss ...................... (1,836) (1,836) Additional paid-in capital ................................ 220,965 220,965 Less treasury stock, at cost .............................. (16,331) (55,500)G (71,831) Less loan receivable from Employee Stock Ownership Plan .......................................... (1,432) (1,432) Retained earnings ......................................... 65,575 17,112 F 82,687 --------- --------- ---------- Total stockholders' equity .............................. 267,186 (38,388) 228,798 --------- --------- ---------- Total liabilities, equity and minority interest ............ $ 482,583 $ (27,899) $ 454,684 ========= ========= ==========
See accompanying notes to pro forma consolidated financial information 26 RESOURCE AMERICA, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30, 2000 (in thousands, except per share data)
Pro Forma Historical Adjustments Pro Forma ------------ ----------- ---------- REVENUES: Real estate finance ........................................... $ 14,328 $ $ 14,328 Energy ........................................................ 56,836 56,836 Interest and other ............................................ 7,112 (6,462)H 650 --------- --------- ---------- 78,276 (6,462) 71,814 COSTS AND EXPENSES: Real estate finance ........................................... 2,083 2,083 Energy ........................................................ 40,564 40,564 General and administrative .................................... 5,735 5,735 Depreciation, depletion and amortization ...................... 7,965 7,965 Interest ...................................................... 13,767 13,767 Provision for possible losses ................................. 670 670 Minority interest in Atlas Pipeline Partners, L.P. ............ 1,130 1,130 --------- ---------- 71,914 -- 71,914 --------- --------- ---------- Income (loss) from continuing operations before taxes ......... 6,362 (6,462) (100) Provision (benefit) for income taxes .......................... 1,972 (2,068)I (96) --------- --------- ---------- Income (loss) from continuing operations ...................... $ 4,390 $ (4,394)J $ (4) ========= ========= ============ Income per common share -- basic: From continuing operations ................................... $ 0.19 $ (0.00) ========= ============ Weighted average common shares outstanding .................... 23,354 (5,000)G 18,354 ========= ========= ============ Income per common share -- diluted: From continuing operations ................................... $ 0.18 $ 0.00 ========= ============ Weighted average common shares ................................ 23,793 (5,000)G 18,793 ========= ========= ============
See accompanying notes to pro forma consolidated financial information 27 RESOURCE AMERICA, INC. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 1999 (in thousands, except per share data)
Pro Forma Historical Adjustments Pro Forma ------------ --------------- ------------- REVENUES: Real estate finance .................................... $ 45,907 $ $ 45,907 Equipment leasing ...................................... 41,129 (39,036)K 2,093 Energy ................................................. 54,493 54,493 Interest and other ..................................... 3,560 3,560 --------- ----------- 145,089 (39,036) 106,053 COSTS AND EXPENSES: Real estate finance .................................... 3,102 3,102 Equipment leasing ...................................... 13,156 (10,954)L 2,202 Energy ................................................. 38,477 38,477 General and administrative ............................. 4,859 4,859 Depreciation, depletion and amortization ............... 7,643 (1,657)M 5,986 Interest ............................................... 33,696 (13,470)N 20,226 Provision for possible losses .......................... 4,617 (4,117)O 500 --------- --------- ----------- 105,550 (30,198) 75,352 --------- --------- ----------- Income from continuing operations before taxes ......... 39,539 (8,838) 30,701 Provision for income taxes ............................. 12,847 (2,828)P 10,019 --------- --------- ----------- Income from continuing operations ...................... $ 26,692 $ (6,010)J $ 20,682 ========= ========= =========== Net income per common share -- basic: From continuing operations ............................ $ 1.21 $ 1.21 ========= =========== Weighted average common shares outstanding ............. 22,108 (5,000)G 17,108 ========= ========= =========== Net income per common share -- diluted: From continuing operations ............................ $ 1.17 $ 1.16 ========= =========== Weighted average common shares ......................... 22,803 (5,000)G 17,803 ========= ========= ===========
See accompanying notes to pro forma consolidated financial information 28 RESOURCE AMERICA, INC. SELECTED FINANCIAL DATA FOR THE YEAR ENDED SEPTEMBER 30, 1999 AND THE NINE MONTHS ENDED JUNE 30, 2000 Selected Financial Data:
September 30, 1999 June 30, 2000 --------------- ------------------------- Historical Historical Pro Forma --------------- ------------ ---------- Balance Sheet Data: Stockholders' equity per common share ......... Q $11.93 $ 11.44 $ 12.46
For the For the Year Ended Nine Months Ended September 30, 1999 June 30, 2000 -------------------------- ------------------------- Historical Pro Forma Historical Pro Forma ------------ ----------- ------------ ---------- Operating Ratio: Earnings to fixed charges ......... R 2.17 2.52 1.46 0.99
See accompanying notes to pro forma consolidated financial information 29 RESOURCE AMERICA, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION A. Reflects the net cash proceeds to Resource America from the sale of Fidelity Leasing of $152.2 million less $15.5 million of payments made by Resource to the management of Fidelity Leasing, $1.9 million of estimated expenses in connection with closing the transaction, $10.0 million of cash being held in escrow, a $16.0 million note receivable and $55.5 million for the purchase of shares in this offer as described in Note G, below. B. Reflects a $10.0 million cash escrow which will be held until March 31, 2004 as security for Resource America's indemnification obligations to the purchasers of Fidelity Leasing. C. Reflects a $16.0 million non-interest bearing note receivable net of a $9.8 million allowance for possible losses and imputed interest. D. Reflects the net assets of Fidelity Leasing at June 30, 2000. E. Reflects the estimated tax liability on the gain from the sale of Fidelity Leasing. F. Reflects the estimated net after-tax gain from the sale of Fidelity Leasing, calculated as follows (dollars in thousands): Net cash proceeds to Resource America ..................... $152,245 Less: Fidelity Leasing net assets as of June 30, 2000 ..... (97,413) Less: Payments to Fidelity Leasing management ............. (15,531) Less: Allowance for possible losses ....................... (9,785) Less: Closing expenses .................................... (1,916) -------- Pre-tax gain ............................................ 27,600 Less: Taxes (at 38%) ...................................... (10,488) -------- Net gain on sale of Fidelity Leasing ...................... $ 17,112 G. Reflects the purchase of 5 million shares of common stock at $11 per share (the maximum tender offer price) plus costs (estimated at $500,000) associated with the transaction. H. Reflects the adjustment of intercompany interest income which had been accrued by Resource America. Fidelity Leasing, which was presented as a discontinued operation in Resource America's consolidated financial statements for the nine months ended June 30, 2000, had a corresponding accrual of interest expense charged to its operations for that period. I. Pro forma adjustments have been effected at Resource America's historical effective tax rate which was 32% for the nine months ended June 30, 2000. J. No effect has been given in the pro forma consolidated statement of income for interest income or other results from the use of the proceeds of the sale of Fidelity Leasing (other than the purchase of 5 million shares noted in Note G above). K. Reflects revenues related to Fidelity Leasing. L. Reflects costs and expenses related to Fidelity Leasing. M. Reflects depreciation and amortization related to Fidelity Leasing. N. Reflects interest expense related to Fidelity Leasing. O. Reflects the provision for possible losses related to Fidelity Leasing. P. Pro forma adjustments have been effected at Resource America's historical effective tax rate which was 32% for the fiscal year ended September 30, 1999. 30 Q. Calculated by dividing stockholders' equity by shares of common stock outstanding of 22.1 million, 23.4 million and 18.4 million, respectively. R. Calculated by dividing income from continuing operations before income taxes, extraordinary gains and cumulative effect of a change in accounting principle plus fixed charges by fixed charges. Fixed charges represent total interest expense, including amortization of debt expense and discount relating to indebtedness. Where You Can Find More Information. We are subject to the informational filing requirements of the Securities Exchange Act, and, accordingly, are obligated to file reports, statements and other information with the SEC relating to our business, financial condition and other matters. Information, as of particular dates, concerning our directors and officers, their remuneration, options granted to them, the principal holders of our securities and any material interest of these persons in transactions with us is required to be disclosed in proxy statements distributed to our shareholders and filed with the SEC. We also have filed an Issuer Tender Offer Statement on Schedule TO with the SEC that includes additional information relating to the offer. These reports, statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; and at its regional offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of this material may also be obtained by mail, upon payment of the SEC's customary charges, from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. Incorporation by Reference. The rules of the SEC allow us to "incorporate by reference" information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. These documents contain important information about us. SEC Filings (File No. 0-4408) Period or Date Filed ----------------------------------------- ------------------------------ Annual Report on Form 10-K .............. Year ended September 30, 1999 Quarterly Reports on Form 10-Q .......... Quarter ended December 31, 1999 Quarter ended March 31, 2000 Quarter ended June 30, 2000 Reports on Form 8-K ..................... Report filed August 10, 2000 We incorporate by reference these documents and any additional documents that we may file with the SEC between the date of this Offer to Purchase and the date that the offer, proration period and withdrawal rights expire. Those documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as proxy statements. You can obtain any of the documents incorporated by reference in this document from us or from the SEC's web site at the address described above. Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents. You can obtain documents incorporated by reference in this Offer to Purchase by requesting them in writing or by telephone from us at 1521 Locust Street, Philadelphia, PA 19102, telephone: 215-546-5005. Please be sure to include your complete name and address in your request. If you request any incorporated documents, we will mail them to you by first class mail, or another equally prompt means, within one business day after we receive your request. 11. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares As of September 14, 2000, we had 23,601,070 issued and outstanding shares of common stock. The 5 million shares that we are offering to purchase hereunder represent approximately 21% of the shares outstanding on that date. 31 As of September 14, 2000, our directors and executive officers as a group (12 persons) beneficially owned 2,351,515 shares (including 817,801 shares issuable upon exercise of options) or approximately 9.63% of the total outstanding shares of our common stock on that date. Each of our executive officers and directors has advised us that he or she does not intend to tender any shares pursuant to our offer. If we purchase 5 million shares pursuant to the offer, and none of our executive officers or directors tender shares pursuant to the offer, then, after the purchase of shares pursuant to the offer, our executive officers and directors as a group would beneficially own approximately 12.11% of the total shares of our common stock outstanding immediately after the offer.
Amount and Nature of Percent of Beneficial Owner Beneficial Ownership Class - ---------------- -------------------- ----- Directors(1) Carlos C. Campbell ......................... 480 * Daniel G. Cohen ............................ 216,554(2)(3)(4)(5)(6)(7) * Edward E. Cohen ............................ 1,484,569(2)(3)(4)(5)(6)(8)(9) 6.19% Andrew M. Lubin ............................ 840 * P. Sherrill Neff ........................... 0 * Scott F. Schaeffer ......................... 216,699(2)(3)(4)(5)(6) * Alan D. Schreiber .......................... 16,110 * John S. White .............................. 1,000 Executive Officers(1) Steven J. Kessler .......................... 39,605(3)(4)(5)(6) * Freddie M. Kotek ........................... 107,080(2)(4)(5)(6) * Nancy J. McGurk ............................ 77,078(2)(4)(5)(6) * Michael L. Staines ......................... 150,250(2)(4)(5)(6) * All present executive officers and directors as a group (12 persons) ................... 2,351,515(2)(3)(4)(5)(7)(8) 9.63%
- ------------ * Less than 1% (1) The business address for each director and executive officer is 1521 Locust Street, Fourth Floor, Philadelphia, Pennsylvania 19102. (2) Includes shares issuable on exercise of options granted under our 1989 Key Employee Stock Ownership Plan in the following amounts: Mr. D. Cohen -- 8,454 shares; Mr. E. Cohen -- 229,212 shares; Mr. Kotek -- 29,495 shares; Ms. McGurk -- 33,708 shares; Mr. Schaeffer -- 16,854 shares; and Mr. Staines -- 84,270 shares. (3) Includes shares issuable on exercise of options granted under our 1997 Key Employee Stock Ownership Plan in the following amounts: Mr. D. Cohen -- 108,308 shares; Mr. E. Cohen -- 112,500 shares; Mr. Kessler -- 37,500 shares; and Mr. Schaeffer -- 45,000 shares. (4) Includes shares issuable on exercise of options granted under our 1999 Key Employee Stock Option Plan in the following amounts: Mr. D. Cohen -- 25,000 shares; Mr. E. Cohen -- 50,000 shares; Mr. Kessler -- 6,250 shares; Mr. Kotek -- 2,500 shares; Ms. McGurk -- 2,500 shares; Mr. Schaeffer -- 25,000 shares; and Mr. Staines -- 1,250 shares. (5) Includes shares allocated under our Employee Stock Ownership Plan in the following amounts: Mr. D. Cohen -- 223 shares; Mr. E. Cohen -- 60,490 shares; Mr. Kessler -- 28 shares; Mr. Kotek -- 15,732 shares; Ms. McGurk -- 10,141 shares; Mr. Schaeffer -- 21,363 shares; and Mr. Staines -- 41,080 shares, as to which each has voting power. (6) Includes shares allocated under our 401(k) Investment Savings Plan in the following amounts: Mr. D. Cohen -- 3,065 shares; Mr. E. Cohen -- 11,366 shares; Mr. Kessler -- 2,077 shares; Mr. Kotek -- 7,370 shares; Ms. McGurk -- 15,375 shares; Mr. Schaeffer -- 3,485 shares; and Mr. Staines -- 1,692 shares, as to which each has voting power. 32 (7) Includes 46,250 shares held in a trust of which Mr. D. Cohen is a co-trustee and co-beneficiary. (8) Includes 249,516 shares held by a private charitable foundation of which Mr. E. Cohen serves as a co-trustee. Mr. E. Cohen disclaims beneficial ownership of these shares. (9) Includes 92,500 shares held in trusts for the benefit of Mr. E. Cohen's spouse and/or children. Mr. E. Cohen disclaims beneficial ownership of these shares. Based on our records and on information provided to us by our directors, executive officers, subsidiaries, affiliates and associates, none of them nor any associates or subsidiaries of any of the foregoing has effected any transactions involving our common stock during the 60 days prior to the date of this Offer to Purchase, other than exercises of previously granted stock options under our stock option plans, and purchases from our treasury for the accounts of executive officers under our 401(k) Investment Savings Plan. We expect that our 401(k) Investment Savings Plan will, in accordance with the terms of the plans, elections in effect and present patterns of contribution, continue to purchase shares from our treasury before the expiration of the offer. Except as otherwise described in this Offer to Purchase, neither we nor, to the best of our knowledge, any of our affiliates, directors or executive officers, is a party to any material contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the offer or with respect to any of our securities, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of our securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. 12. Effects of the Offer on the Market for Shares; Registration Under the Securities Exchange Act. Our purchase of shares pursuant to the offer will reduce the number of shares that might otherwise trade publicly and is likely to reduce the number of shareholders. Nonetheless, we anticipate that there will be a sufficient number of shares outstanding and publicly traded following consummation of the offer to ensure a continued trading market for the shares. Based upon published guidelines of The Nasdaq Stock Market, we do not believe that our purchase of shares pursuant to the offer will cause our remaining shares to be delisted from The Nasdaq Stock Market. Our shares are currently "margin securities" under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using the shares as collateral. We believe that, following the purchase of shares pursuant to the offer, the shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations. Our shares are registered under the Securities Exchange Act which requires, among other things, that we furnish information to our shareholders and to the SEC and comply with the SEC's proxy rules in connection with meetings of our shareholders. We believe that our purchase of shares pursuant to the offer will not result in the shares becoming eligible for deregistration under the Securities Exchange Act. 13. Certain Legal Matters; Regulatory Approvals. We are not aware of any license or regulatory permit material to our business that might be adversely affected by our acquisition of shares as contemplated in this offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency that would be required for our acquisition or ownership of the shares as contemplated by this offer. Should any approval or other action be required, we currently contemplate that we will seek that approval or other action. We cannot predict whether we will be required to delay the acceptance for payment of or payment for shares tendered pursuant to the offer pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained 33 without substantial conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business. Our obligations under the offer to accept for payment and pay for shares are subject to conditions. See Section 7. 14. Certain United States Federal Income Tax Consequences. The following summary describes the principal United States federal income tax consequences to United States holders (as defined below) of an exchange of shares for cash pursuant to the offer. Those shareholders who do not participate in the exchange should not incur any United States federal income tax liability from the exchange. This summary is based upon the Internal Revenue Code of 1986, as amended to the date of this offer (the "Code"), existing and proposed United States Treasury regulations promulgated under the Code, published rulings, administrative pronouncements and judicial decisions, changes to which could affect the tax consequences described in this offer (possibly on a retroactive basis). This summary addresses only shares held as capital assets. It does not address all of the tax consequences that may be relevant to particular shareholders because of their personal circumstances, or to other types of shareholders (such as certain financial institutions, traders in securities that elect to mark to market, dealers or traders in securities or commodities, insurance companies, "S" corporations, expatriates, tax-exempt organizations, tax-qualified retirement plans, non-United States holders (as defined below), persons who are subject to alternative minimum tax, or persons who hold shares as a position in a "straddle" or as part of a "hedging" or "conversion" transaction or that have a functional currency other than the United States dollar. This summary may not be applicable with respect to shares acquired as compensation (including shares acquired upon the exercise of stock options or which were or are subject to forfeiture restrictions) or shares acquired under a tax-qualified retirement plan. This summary also does not address the state, local or foreign tax consequences of participating in the offer. You should consult your tax advisor as to the particular consequences to you of participating in this offer. A "United States holder" is a holder of shares that for United States federal income tax purposes is: o a citizen or resident of the United States; o a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any state or the District of Columbia; o unless otherwise provided by applicable Treasury Department regulations, an entity taxable as a partnership that is created or organized in or under the laws of the United States or any state or the District of Columbia; o an estate the income of which is subject to United States federal income taxation regardless of its source; or o a trust (a) the administration over which a United States court can exercise primary supervision and (b) all of the substantial decisions of which one or more United States persons have the authority to control and certain other trusts considered United States holders for federal income tax purposes. A "non-United States holder" is a holder of shares other than a United States holder. An exchange of shares for cash pursuant to the offer will be a taxable event. A United States holder participating in the exchange will be treated either as having sold shares or as having received a dividend distribution from us. A United States holder's exchange of shares for cash pursuant to the offer will be treated as a dividend to the extent of our current or accumulated earnings and profits as determined under federal income tax principles, unless the exchange: 34 o results in a "complete termination" of the holder's stock interest in us under section 302(b)(3) of the Code; o is a "substantially disproportionate" redemption with respect to the holder under section 302(b)(2) of the Code; or o is "not essentially equivalent to a dividend" with respect to the holder under section 302(b)(1) of the Code. In determining whether any of these tests have been met, a United States holder must take into account not only shares it actually owns, but also shares it constructively owns within the meaning of section 318 of the Code. A distribution to a shareholder is "not essentially equivalent to a dividend" if it results in a "meaningful reduction" in the shareholder's stock interest in us. If, as a result of an exchange of shares for cash pursuant to the offer, a United States holder of shares whose relative stock interest in us is minimal and who exercises no control over corporate affairs suffers a reduction in its proportionate interest in us (including any shares constructively owned), that United States holder should generally be regarded as having suffered a meaningful reduction in its interest in Resource America. Satisfaction of the "complete termination" and "substantially disproportionate" exceptions is dependent upon compliance with the respective objective tests set forth in section 302(b)(3)and section 302(b)(2) of the Code. A distribution to a shareholder will result in a "complete termination" if either: o all of the shares actually and constructively owned by the shareholder are exchanged pursuant to the offer or o all of the shares actually owned by the shareholder are exchanged pursuant to the offer and the shareholder is eligible to waive, and effectively waives, the attribution of shares constructively owned by the shareholder in accordance with the procedures described in section 302(c)(2) of the Code. A distribution to a shareholder will be "substantially disproportionate" if the percentage of the outstanding shares actually and constructively owned by the shareholder immediately following the exchange of shares pursuant to the offer (treating shares exchanged pursuant to the offer as outstanding) is less than 80% of the percentage of the outstanding shares actually and constructively owned by the shareholder immediately before the exchange (treating shares exchanged pursuant to the offer as outstanding). Contemporaneous dispositions or acquisitions of shares by a shareholder or related individuals or entities may be deemed to be part of a single integrated transaction and may be taken into account in determining whether any of the three tests under Section 302(b) of the Code has been satisfied. Each shareholder should be aware that because proration may occur in the offer, even if all the shares actually and constructively owned by a shareholder are tendered pursuant to the offer, fewer than all of such shares may be purchased by us. Thus, proration may affect whether the surrender by a shareholder pursuant to the offer will meet any of the three tests under Section 302 of the Code. If an exchange of shares for cash by a United States holder pursuant to the offer is not treated as a distribution taxable as a dividend, the holder will recognize capital gain or loss equal to the difference between the amount of cash received and the holder's adjusted tax basis in the shares tendered to us, except to the extent that the amount of cash received includes dividends that have been declared by our board of directors before the exchange. The gain or loss would be long-term capital gain or loss if the holding period for the shares exceeded one year. In the case of a United States holder that is an individual, trust or estate, the maximum rate of United States federal income tax applicable to net capital gain on shares held for more than one year is 20%. If the amount received by a United States holder in the offer is treated as a distribution that is taxable as a dividend (as opposed to consideration received in a sale or exchange), the amount of the 35 distribution will be the amount of cash received by the holder. The amount will be treated as a dividend, taxable as ordinary income to the United States holder, to the extent of our current or accumulated earnings and profits as determined under federal income tax principles. To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits, the excess first will be treated as a return of capital that will reduce the holder's tax basis in the shares exchanged in the offer. Any remaining amount after the United States holder's basis has been reduced to zero will be taxable as capital gain. The United States holder's adjusted tax basis in its shares exchanged in the offer generally will be transferred to any of its remaining stockholdings in us, subject to, in the case of corporate shareholders, reduction of basis or possible gain recognition under section 1059 of the Code in an amount equal to the non-taxed portion of the dividend. If the United States holder does not retain any actual stock ownership in us (having a stock interest only constructively), the holder may lose the benefit of the holder's adjusted tax basis in its shares. A dividend received by a corporate United States holder may be (1) eligible for a dividends-received deduction (subject to applicable exceptions and limitations) and (2) subject to the "extraordinary dividend" provisions of section 1059 of the Code. Corporate shareholders should consult their own tax advisors regarding: o whether a dividends-received deduction will be available to them, and o the possible application of section 1059 to the ownership and disposition of their shares. See Section 3 with respect to the application of United States federal income tax withholding to payments made to non-United States holders and the backup withholding tax requirements. The trust under the 401(k) Investment Savings Plan maintained by us is exempt from federal income taxation. Accordingly, the trust will not be taxable upon the receipt of any cash proceeds pursuant to the offer. The shares of our common stock allocated to participants' accounts under our 401(k) Investment Savings Plan are employer securities as defined in the Code. If a distribution from the 401(k) Investment Savings Plan includes employer securities, the participant has the option of deferring federal income tax after the distribution of the common stock on the increase in value of the common stock that occurred while it was held in the savings plan. In addition, the increase in value of the common stock that occurred while it was held in the 401(k) Investment Savings Plan may be taxed at long-term capital gains rates rather than ordinary income tax rates. The tax discussion set forth above is included for general information only. We urge you to consult your tax advisor to determine the particular tax consequences to you of the offer, including the applicability and effect of state, local and foreign tax laws. 15. Extension of the Offer; Termination; Amendment. We expressly reserve the right, in our sole discretion, and regardless of whether or not any of the events set forth in Section 7 has occurred or is deemed by us to have occurred, to extend the period of time the offer is open and delay acceptance for payment of, and payment for, any shares by giving oral or written notice of the extension to the Depositary and making a public announcement of the extension. We also expressly reserve the right, in our sole discretion, to terminate the offer and reject for payment and not pay for any shares not accepted for payment or paid for before then or, subject to applicable law, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of the termination or postponement to the Depositary and making a public announcement of the termination or postponement. Our reservation of the right to delay payment for shares that we have accepted for payment is limited by Rule 13e-4(f)(5) under the Securities Exchange Act, which requires that we pay the consideration offered or return the shares tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in Section 7 has occurred or is deemed by us to have occurred, to amend the offer in any respect, including by decreasing or increasing the consideration offered or by decreasing or increasing the number of shares being sought. Amendments to the offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than 9:00 a.m., Eastern time, on the first business day after the last previously scheduled or announced Expiration Date. We will disseminate any public announcement made pursuant to the offer promptly to shareholders in a manner reasonably 36 designed to inform shareholders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law (including Rule 13d-4(e)(2) under the Securities Exchange Act), we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to PR Newswire, BusinessWire, Dow Jones News Service or a comparable service. If we materially change the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) under the Securities Exchange Act. These rules provide that the minimum period during which an offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information. If: o we increase or decrease the price to be paid for shares, materially increase the Dealer Manager's fee or increase or decrease the number of shares being sought in the offer and, in the event of an increase in the number of shares being sought, the increase exceeds 2% of the outstanding shares of our common stock, and o the offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that notice of an increase or decrease is first published, sent or given in the manner specified in this Section 15, then, in each case, the offer will be extended for 10 business days. For purposes of the offer, a "business day" means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through 12:00 Midnight, Eastern time. 16. Fees and Expenses. We have retained Friedman, Billings, Ramsey & Co., Inc. to act as our Dealer Manager in connection with the offer. Friedman, Billings, Ramsey & Co., Inc. will receive a fee of $.05 per share tendered and purchased in the offer. We also have agreed to reimburse Friedman, Billings, Ramsey & Co., Inc. for reasonable out-of-pocket expenses incurred in connection with the offer, including reasonable fees and expenses of counsel, to a maximum of $35,000 and to indemnify it against certain liabilities in connection with the offer, including liabilities under federal securities laws. We have retained D.F. King & Co., Inc. to act as Information Agent and American Stock Transfer & Trust Company to act as Depositary in connection with the offer. The Information Agent may contact holders of shares by mail, telephone, telegraph and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the offer, including liabilities under federal securities laws. ATR, Inc. is the third party administrator for both our Employee Stock Ownership Plan and our 401(k) Investment Savings Plan. ATR will receive reasonable and customary compensation for its services as third party administrator in connection with the offer and will be reimbursed for its out-of-pocket costs. We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Dealer Manager and the Information Agent as described above) for soliciting tenders of shares pursuant to the offer. We urge shareholders holding shares through brokers or banks to consult the brokers or banks to determine whether transaction costs may apply if shareholders tender shares through the brokers or banks and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by them in forwarding the offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or the agent of the Dealer Manager, the Information Agent or the Depositary for purposes of the offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of shares except as otherwise provided in Instruction 7 in the Letter of Transmittal. Resource America, Inc. September 26, 2000 37 Manually signed facsimile copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and certificates for shares and any other required documents should be sent or delivered by each shareholder or the shareholder's broker, dealer, commercial bank, trust company or nominee to the Depositary at one of its addresses set forth below. To confirm delivery of shares, contact the Depositary. The Depositary for the offer is: American Stock Transfer & Trust Company 59 Maiden Lane New York, New York 10038 (800) 937-5449 Facsimile Transmission: (718) 234-5001 Confirm Receipt of Facsimile by Telephone: (718) 921-8200 Tendering shareholders may request additional copies of this offer, the Letter of Transmittal or the Notice of Guaranteed Delivery and direct questions and requests for assistance to the Information Agent or Dealer Manager at their respective addresses and telephone numbers set forth below. The Information Agent for the offer is: D.F. King & Co., Inc. 77 Water Street New York, New York 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll Free: (800) 758-5880 The Dealer Manager for the offer is: Friedman, Billings, Ramsey & Co., Inc. Potomac Tower 1001 Nineteenth Street North Arlington, Virginia 22209 (703) 312-9500 38 EX-99.(A)(1)(II) 3 0003.txt EXHIBIT 99.(A)(1)(II) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of RESOURCE AMERICA, INC. Pursuant to the Offer to Purchase Dated September 26, 2000 - -------------------------------------------------------------------------------- THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MID NIGHT, EASTERN TIME, ON Tuesday, October 24, 2000, UNLESS THE OFFER IS EXTENDED. The Depositary for the Offer is: AMERICAN STOCK TRANSFER & TRUST COMPANY - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Deliver by mail or overnight courier to: Deliver by Hand to: American Stock Transfer American Stock Transfer & Trust Company & Trust Company 59 Maiden Lane 59 Maiden Lane -- Ground Floor New York, New York 10038 New York, New York 10038 - -------------------------------------------------------------------------------- Facsimile Transmission: (718) 234-5001 Confirm by Telephone: (718) 921-8200 You should read this Letter of Transmittal, including the accompanying instructions, carefully before completing it. - -------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED - --------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) (Please fill in exactly as name(s) Shares Tendered appear(s) on certificate(s)) (Attach additional signed list if necessary) - --------------------------------------------------------------------------------------------------- Total Number of Shares Represented Number Certificate by of Shares Number(s)(*) Certificate(*) Tendered(**) - --------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- Total Shares: - ---------------------------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which shares are to be purchased in the event of proration.(***) Attach additional signed list if necessary. See Instruction 9. 1st:2nd:3rd:4th:5th: - -------------------------------------------------------------------------------- (*) DOES NOT need to be completed by shareholders tendering shares by book-entry transfer. (**) Unless otherwise indicated, it will be assumed that all shares evidenced by each certificate delivered to the Depositary are being tendered hereby. See Instruction 4. (***) If you do not designate an order, shares will be selected for purchase by the Depositary in the event less than all shares tendered are purchased due to proration. - -------------------------------------------------------------------------------- / / CHECK HERE IF YOU ARE TENDERING LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATE[S]. SEE INSTRUCTION 15. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- / / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITARY TRUST COMPANY AND COMPLETE THE FOLLOWING: Name of Tendering Institution: --------------------------------------------- Account Number: ------------------------------------------------------------ Transaction Code Number: --------------------------------------------------- If the tendered shares are being tendered on behalf of customers, please state the number of customer accounts for whose benefit the tender is made: / / CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owner(s): -------------------------------------------- Date of Execution of Notice of Guaranteed Delivery: ------------------------ Name of Institution which Guaranteed Delivery: ----------------------------- Account Number (if delivered by book-entry transfer): ---------------------- - -------------------------------------------------------------------------------- Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery. Deliveries to Resource America will not be forwarded to the Depositary and therefore will not constitute valid delivery. Deliveries to The Depositary Trust Company ("DTC") will not constitute valid delivery to the Depositary. Deliveries of this Letter of Transmittal for shares held in Resource America's 401(k) Investment Savings Plan or Resource America's Employee Stock Ownership Plan will not constitute valid direction to the trustees of either of these plans to tender shares. This Letter of Transmittal is to be completed only if (a) certificates representing shares are to be forwarded herewith, or (b) unless an Agent's Message (as defined in the Offer to Purchase) is used or the acknowledgement required by DTC's automated tender offer program is provided, a tender of shares is to be made concurrently by book-entry transfer to the account maintained by the Depositary at DTC as described in Section 3 of the Offer to Purchase. Shareholders who desire to tender shares pursuant to the offer, but whose share certificates are not immediately available or who cannot deliver the certificates and all other documents required by this Letter of Transmittal to the Depositary on or before the Expiration Date (as defined in the Offer to Purchase), or who cannot comply with the procedure for book-entry transfer on a timely basis, may nevertheless tender their shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2. This Letter of Transmittal may not be used for shares held in Resource America's Employee Stock Ownership Plan. See Instruction 17. Participants in the Employee Stock Ownership Plan must follow the instructions in the "Letter to Participants in Resource America's Employee Stock Ownership Plan" and related materials sent to them separately. If participants in Resource America's Employee Stock Ownership Plan own shares apart from the Employee Stock Ownership Plan that they desire to tender, such holders must submit this Letter of Transmittal with respect to those shares. To tender shares in their accounts in the Employee Stock Ownership Plan, the participants must follow the instructions described in the "Letter to Participants in Resource America's Employee Stock Ownership Plan" and related materials sent to them separately. This Letter of Transmittal may not be used for shares held in Resource America's 401(k) Investment Savings Plan. See Instruction 18. Participants in the 401(k) Savings Plan must follow the instructions in the "Letter to Participants in Resource America's 401(k) Investment Savings Plan" and related materials sent to them separately. 2 If participants in Resource America's 401(k) Investment Savings Plan own shares apart from the plan that they desire to tender, such holders must both submit this Letter of Transmittal to tender the non-plan shares, and follow the instructions described in the "Letter to Participants in Resource America's 401(k) Investment Savings Plan" and related materials sent to them separately to tender shares allocated to their plan account. PRICE AT WHICH SHARES TENDERED Shares Tendered at Price Determined by Shareholder (See Instruction 5) By checking one of the following boxes below instead of the box under "Shares Tendered at a Price Determined Pursuant to the Offer," the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase price determined by Resource America for the shares is less than the price checked below. A shareholder who desires to tender shares at more than one price must complete a separate Letter of Transmittal for each price at which shares are tendered. The same shares cannot be tendered at more than one price. Price (In Dollars) per Share at Which Shares Are Being Tendered: / / $9.000 / / $10.000 / / $11.000 / / $9.125 / / $10.125 / / $9.250 / / $10.250 / / $9.375 / / $10.375 / / $9.500 / / $10.500 / / $9.625 / / $10.625 / / $9.750 / / $10.750 / / $9.875 / / $10.875 OR Shares Tendered at Price Determined Pursuant to the Offer (See Instruction 5) / / The undersigned wants to maximize the chance that Resource America will purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this one box instead of one of the price boxes above, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Resource America in accordance with the terms of the offer. This action could result in receiving a price per share of as low as $9.00. ODD LOTS (See Instruction 8) To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares (not including any shares held in Resource America's Employee Stock Ownership Plan or in Resource America's 401(k) Investment Savings Plan). The undersigned either (check one box): / / is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or / / is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares. In addition, the undersigned is tendering shares either (check one box): / / at the purchase price, as the same will be determined by Resource America in accordance with the terms of the offer (persons checking this box need not indicate the price per share above); or / / at the price per share indicated above in the section captioned "Shares Tendered at Price Determined by Shareholder." 3 CONDITIONAL TENDER (See Instruction 16) You may condition your tender of shares upon the purchase by Resource America of a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless Resource America purchases at least that minimum number of shares you indicate below pursuant to the terms of the offer, none of the shares tendered will be purchased. It is your responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor. Unless this box has been checked and a minimum specified, the tender will be deemed unconditional. / / The minimum number of shares that must be purchased, if any are purchased, is: ________shares. The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, Resource America may terminate or amend the offer or may postpone the acceptance for payment of, or the payment for, shares tendered or may accept for payment fewer than all of the shares tendered. In any event, the undersigned understands that certificate(s) for any shares not tendered or not purchased will be returned to the undersigned at the address indicated above, unless otherwise indicated under the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" below. The undersigned understands that acceptance of shares by Resource America for payment will constitute a binding agreement between the undersigned and Resource America upon the terms and subject to the conditions of the offer. The check for the aggregate net purchase price for the shares tendered and purchased will be issued to the order of the undersigned and mailed to the address indicated above, unless otherwise indicated under the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" below. The undersigned acknowledges that Resource America has no obligation, pursuant to the "Special Payment Instructions," to transfer any shares from the name of their registered holder(s), or to order the registration or transfer of any shares tendered by book-entry transfer, if Resource America does not purchase any of the shares. - ------------------------------------------------------------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 6, 7 AND 10) (SEE INSTRUCTIONS 1, 6, 7 AND 10) To be completed only if certificate(s) for shares To be completed only if certificate(s) for shares not tendered or not purchased and/or any not tendered or not purchased and/or any check for the purchase price are to be issued in check for the purchase price is to be mailed or the name of someone other than the sent to someone other than the undersigned, or undersigned, or if shares tendered hereby and to the undersigned at an address other than delivered by book-entry transfer which are not that designated above. purchased are to be returned by credit to an account at DTC other than that designated Mail: / / Check / / Share Certificate(s) to: above. Name: -------------------------------- (Please print) Issue: / / Check / / Share Certificate(s) to: Address: ------------------------------ Name: --------------------------------- (Please print) --------------------------------------- (Include Zip Code) Address: ------------------------------ --------------------------------------- --------------------------------------- (Tax Identification or Social (Include Zip Code) Security Number) (See Substitute Form W-9) --------------------------------------- (Tax Identification or Social Security Number) (See Substitute Form W-9) / / Credit shares delivered by book-entry transfer and not purchased to the account set forth below: Account Number: ----------------------- - -------------------------------------------------------------------------------------------------------
4 NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY To American Stock Transfer & Trust Company: The undersigned hereby tenders to Resource America, Inc., a Delaware corporation, the above-described shares of Resource America's common stock, $0.01 par value per share, at the price per share indicated in this Letter of Transmittal, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 26, 2000, receipt of which is hereby acknowledged, and in this Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer. Subject to, and effective upon, acceptance for payment of the shares tendered in accordance with the terms and subject to the conditions of the offer, including, if the offer is extended or amended, the terms and conditions of the extension or amendment, the undersigned agrees to sell, assign and transfer to, or upon the order of, Resource America all right, title and interest in and to all shares tendered and orders the registration of all shares if tendered by book-entry transfer and irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of the undersigned with respect to the shares with full knowledge that the Depositary also acts as the agent of Resource America, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to: o deliver certificate(s) representing the shares or transfer ownership of the shares on the account books maintained by DTC, together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of Resource America upon receipt by the Depositary, as the undersigned's agent, of the purchase price with respect to the shares; o present certificates for the shares for cancellation and transfer on Resource America's books; and o receive all benefits and otherwise exercise all rights of beneficial ownership of the shares, subject to the next paragraph, all in accordance with the terms and subject to the conditions of the offer. The undersigned covenants, represents and warrants to Resource America that: o the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered hereby and when and to the extent accepted for payment, Resource America will acquire good, marketable and unencumbered title to the tendered shares, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the shares, and not subject to any adverse claims; o the undersigned understands that tenders of shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions will constitute the undersigned's acceptance of the terms and conditions of the offer, including the undersigned's representation and warranty that (i) the undersigned has a "net long position," within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, in the shares or equivalent securities at least equal to the shares being tendered, and (ii) the tender of shares complies with Rule 14e-4; o the undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Resource America to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered; and o the undersigned has read, understands and agrees to all of the terms of the offer. The undersigned understands that tenders of shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions will constitute a binding agreement between the undersigned and Resource America upon the terms and subject to the conditions of the offer. The undersigned acknowledges that under no circumstances will Resource America pay interest on the purchase price, including without limitation, by reason of any delay in making payment. 5 All authority conferred or agreed to be conferred will survive the death or incapacity of the undersigned, and any obligation of the undersigned will be binding on the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. The undersigned understands that Resource America will determine a single per share price, not greater than $11.00 nor less than $9.00, that it will pay for shares properly tendered, taking into account the number of shares tendered and the prices specified by tendering shareholders. Resource America will select the lowest purchase price that will allow it to buy 5 million shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares acquired in the offer will be acquired at the same purchase price. All shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased, subject to the conditions of the offer and the "odd lot" priority, proration and conditional tender provisions described in the Offer to Purchase. Shares tendered at prices in excess of the purchase price that is determined by Resource America and shares not purchased because of proration or conditional tenders will be returned. 6 IMPORTANT SHAREHOLDERS SIGN HERE (Please Complete and Return the Attached Substitute Form W-9) (Must be signed by the registered holder(s) exactly as holder(s) name(s) appear(s) on certificate(s) for the shares or on a security position listing or by person(s) authorized to become the registered holder(s) thereof by certificates and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.) --------------------------------------------------------------------------- --------------------------------------------------------------------------- (Signature(s) of Owner(s)) Dated: , 2000 ------------ Name(s): ------------------------------------------------------------------- --------------------------------------------------------------------------- (Please Print) Capacity (full title): ----------------------------------------------------- Address: ------------------------------------------------------------------- --------------------------------------------------------------------------- (Include Zip Code) Daytime Area Code and Telephone Number: ----------------------------------- Tax Identification or Social Security Number: ------------------------------ Guarantee of Signature(s), if Required (See Instructions 1 and 6) Authorized Signature: ------------------------------------------------------ Name: ---------------------------------------------------------------------- (Please Print) Title: ---------------------------------------------------------------------- Name of Firm: -------------------------------------------------------------- Address: ------------------------------------------------------------------- --------------------------------------------------------------------------- (Include Zip Code) Area Code and Telephone Number: --------------------------------------------- Dated: , 2000 ------------ IMPORTANT: COMPLETE AND SIGN THE ATTACHED SUBSTITUTE FORM W-9. NON-UNITED STATES HOLDERS, HOWEVER, SHOULD OBTAIN AND COMPLETE A FORM W-8. 7 INSTRUCTIONS Forming Part of the Terms and Conditions of the Offer. 1. Guarantee of Signatures. No signature guarantee is required if either: (a) this Letter of Transmittal is signed by the registered holder of the shares (which term, for these purposes, includes any DTC participant whose name appears on a security position listing as the owner of the shares) tendered exactly as the name of the registered holder appears on the certificate(s) for the shares tendered with this Letter of Transmittal and payment and delivery are to be made directly to the owner unless the owner has completed either the box entitled "Special Payment Instructions" or "Special Delivery Instructions" above; or (b) the shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an "eligible guarantor institution," as that term is defined in Rule 17Ad-15 under the Securities Exchange Act (each of the foregoing constituting an "Eligible Institution"). In all other cases, an Eligible Institution must guarantee all signatures on this Letter of Transmittal. See Instruction 6. 2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed only if certificates for shares are delivered with it to the Depositary (or the certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depositary) or if a tender for shares is being made concurrently pursuant to the procedure for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase. Certificates for all physically tendered shares must be delivered or mailed or confirmation of a book-entry transfer into the Depositary's account at DTC of shares tendered electronically must be received or a valid tender through DTC's automated tender offer program must be made, and in each case a properly completed and duly executed Letter of Transmittal (or manually signed facsimile of the Letter of Transmittal), including any required signature guarantees, an Agent's Message in the case of a book-entry transferor, the specific acknowledgement in the case of a tender through DTC's automated tender offer program, and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Depositary at the appropriate address set forth in this document and must be delivered to the Depositary on or before the Expiration Date. Delivery of documents to DTC does not constitute delivery to the Depositary. Participants in DTC may tender their shares in accordance with the DTC's automated tender offer program to the extent it is available to such participants for the shares they wish to tender. A shareholder tendering through the automated tender offer program must specifically acknowledge that the shareholder has received and agreed to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against such shareholder. Shareholders whose certificates are not immediately available or who cannot deliver certificates for their shares and all other required documents to the Depositary before the Expiration Date, or whose shares cannot be delivered on a timely basis pursuant to the procedures for book-entry transfer, must tender their shares by or through an Eligible Institution by properly completing and duly executing and delivering a Notice of Guaranteed Delivery (or facsimile of the Notice of Guaranteed Delivery) and by otherwise complying with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to that procedure, certificates for all physically tendered shares or book-entry confirmations, as the case may be, as well as this properly completed and duly executed Letter of Transmittal (or manually signed facsimile of this Letter of Transmittal), an Agent's Message in the case of a book-entry transfer or the specific acknowledgement in the case of a tender through DTC's automated tender offer program, and all other documents required by this Letter of Transmittal, must be received by the Depositary within 3 business days after receipt by the Depositary of the Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution in the form set forth therein. For shares to be tendered validly pursuant to the guaranteed delivery procedure, the Depositary must receive the Notice of Guaranteed Delivery on or before the Expiration Date. 8 The method of delivery of all documents, including certificates for shares, the Letter of Transmittal and any other required documents, is at the election and risk of the tendering shareholder. If delivery is by mail, Resource America recommends that you use registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery. Resource America will not accept any alternative, conditional or contingent tenders, except as expressly provided in Section 6 of the Offer to Purchase. All tendering shareholders, by execution of this Letter of Transmittal (or a facsimile of this Letter of Transmittal), waive any right to receive any notice of the acceptance of their tender. 3. Inadequate Space. If the space provided in the box entitled "Description of Shares Tendered" above is inadequate, the certificate numbers and/or the number of shares should be listed on a separate signed schedule and attached to this Letter of Transmittal. 4. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders who tender by book-entry transfer.) If fewer than all of the shares evidenced by any certificate are to be tendered, fill in the number of shares that are to be tendered in the column entitled "Number of Shares Tendered" in the box entitled "Description of Shares Tendered" above. In that case, if any tendered shares are purchased, a new certificate for the remainder of the shares (including any shares not purchased) evidenced by the old certificate(s) will be issued and sent to the registered holder(s), unless otherwise specified in either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" in this Letter of Transmittal, as soon as practicable after the Expiration Date. Unless otherwise indicated, all shares represented by the certificate(s) set forth above and delivered to the Depositary will be deemed to have been tendered. 5. Indication of Price at Which Shares are Being Tendered. For shares to be properly tendered, the shareholder must either (1) check the box next to the section captioned "Shares Tendered at Price Determined Pursuant to the Offer" in this Letter of Transmittal or (2) check one of the boxes in the section captioned "Shares Tendered at Price Determined by Shareholder" in this Letter of Transmittal indicating the price at which the shareholder is tendering shares. Only one box may be checked. If more than one box is checked or if no box is checked, the shares will not be properly tendered. A shareholder wishing to tender portions of the holder's shares at different prices must complete a separate Letter of Transmittal for each price at which the holder wishes to tender each portion of the holder's shares. The same shares cannot be tendered (unless previously and properly withdrawn as provided in Section 4 of the Offer to Purchase) at more than one price. 6. Signatures on Letter Of Transmittal; Stock Powers and Endorsements. o If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever. o If the shares tendered are registered in the names of two or more joint holders, each holder must sign this Letter of Transmittal. o If any tendered shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles) as there are different registrations of certificates. o When this Letter of Transmittal is signed by the registered holder(s) of the shares tendered, no endorsement(s) of certificate(s) representing the shares or separate stock power(s) are required unless payment is to be made or the certificate(s) for shares not tendered or not purchased are to be issued to a person other than the registered holder(s). Signature(s) on the certificate(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, or if payment is to be made or certificate(s) for shares not tendered or not purchased are to be issued to a person other than the registered holder(s), the certificate(s) must be endorsed or accompanied by appropriate stock power(s), in either 9 case signed exactly as the name(s) of the registered holder(s) appears on the certificate(s), and the signature(s) on the certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1. o If this Letter of Transmittal or any certificate(s) or stock power(s) is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, that person should so indicate when signing this Letter of Transmittal and must submit proper evidence satisfactory to Resource America of his or her authority so to act. 7. Stock Transfer Taxes. Except as provided in this Instruction 7, no stock transfer tax stamps or funds to cover tax stamps need accompany this Letter of Transmittal. Resource America will pay any stock transfer taxes payable on the transfer to it of shares purchased pursuant to the offer. If, however, (a) payment of the purchase price for shares tendered and accepted for purchase is to be made to any person other than the registered holder(s); (b) shares not tendered or rejected for purchase are to be registered in the name(s) of any person(s) other than the registered holder(s); or (c) certificate(s) representing tendered shares are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, then the Depositary will deduct from the purchase price the amount of any stock transfer taxes (whether imposed on the registered holder(s), other person(s) or otherwise) payable on account of the transfer to that person, unless satisfactory evidence of the payment of the taxes or any exemption therefrom is submitted. 8. Odd Lots. As described in Section 1 of the Offer to Purchase, if Resource America is to purchase fewer than all shares tendered before the Expiration Date and not properly withdrawn, the shares purchased first will consist of all shares properly tendered by any shareholder who owned, beneficially or of record, an aggregate of fewer than 100 shares (not including any shares held in Resource America's Employee Stock Ownership Plan or in its 401(k) Investment Savings Plan), and who tenders all of the holder's shares at or below the purchase price (an "odd lot holder"). This preference will not be available unless the section captioned "Odd Lots" is completed. 9. Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, shareholders may designate the order in which their shares are to be purchased in the event of proration. The order of purchase may have an effect on the federal income tax treatment of the purchase price for the shares purchased. See Sections 1 and 14 of the Offer to Purchase. 10. Special Payment and Delivery Instructions. If certificate(s) for shares not tendered or not purchased and/or check(s) are to be issued in the name of a person other than the signer of this Letter of Transmittal or if the certificates and/or checks are to be sent to someone other than the person signing this Letter of Transmittal or to the signer at a different address, the box entitled "Special Payment Instructions" and/or the box entitled "Special Delivery Instructions" on this Letter of Transmittal should be completed as applicable and signatures must be guaranteed as described in Instruction 1. 11. Irregularities. All questions as to the number of shares to be accepted, the price to be paid for the shares and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by Resource America in its sole discretion. Resource America's determination will be final and binding on all parties. Resource America reserves the absolute right to reject any or all tenders of shares it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of Resource America's counsel, be unlawful. Resource America also reserves the absolute right to waive any of the conditions of the offer or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder. Resource America's interpretation of the terms of the offer (including these Instructions) will be final and binding on all parties. No tender of shares will be deemed to be properly made until all defects and irregularities have been cured by the tendering shareholder or waived by Resource America. Unless waived, any defects or irregularities in connection with tenders must be cured within a time period that Resource America will determine. None of Resource America, the Dealer Manager (as defined in the Offer to Purchase), the Depositary, the Information Agent (as defined in the Offer to Purchase) or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any notice of defect or irregularity. 10 12. Questions and Requests for Assistance and Additional Copies. You may request additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery from the Information Agent at its address and telephone numbers set forth on the back cover of the Offer to Purchase. 13. Tax Identification Number and Backup Withholding. Federal income tax law generally requires that a shareholder whose tendered shares are accepted for purchase, or the shareholder's assignee (in either case, the "payee"), provide the Depositary with the payee's correct Taxpayer Identification Number ("TIN"), which, in the case of a payee who is an individual, is the payee's social security number. If the Depositary is not provided with the correct TIN or an adequate basis for an exemption, the payee may be subject to penalties imposed by the Internal Revenue Service and backup withholding in an amount equal to 31% of the gross proceeds received pursuant to the offer. If withholding results in an overpayment of taxes, a refund may be obtained. To prevent backup withholding, each payee must provide the payee's correct TIN by completing the Substitute Form W-9 set forth in this document, certifying that the TIN provided is correct (or that the payee is awaiting a TIN) and that (i) the payee is exempt from backup withholding, (ii) the payee has not been notified by the Internal Revenue Service that the payee is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the Internal Revenue Service has notified the payee that the payee is no longer subject to backup withholding. If the payee lacks a TIN, the payee should (i) consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for instructions on applying for a TIN, (ii) write "Applied For" in the space provided in Part I of the Substitute Form W-9, and (iii) sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth in this document. If the payee does not provide the payee's TIN to the Depositary within 60 days, backup withholding will begin and continue until the payee furnishes the payee's TIN to the Depositary. Note that writing "Applied For" on the Substitute Form W-9 means that the payee has already applied for a TIN or that the payee intends to apply for one in the near future. If shares are held in more than one name or are not in the name of the actual owner, consult the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for information on which TIN to report. Exempt payees (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt payee should write "Exempt" in Part II of the Substitute Form W-9. See the enclosed Guidelines for Certification of Taxpayer Identification Number on the Substitute Form W-9 for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, that person must submit a completed IRS Form W-8 Certificate of Foreign Status or a Substitute Form W-8, signed under penalty of perjury attesting to the exempt status. This form may be obtained from the Depositary. 14. Withholding for Non-United States Holders. Even if a non-United States holder (as defined in Section 14 of the Offer to Purchase) has provided the required certification to avoid backup withholding, the Depositary will withhold United States federal income taxes equal to 30% of the gross payments payable to a non-United States holder or his or her agent unless the Depositary determines that a reduced rate of withholding is available under a tax treaty or that an exemption from withholding is applicable because the gross proceeds are effectively connected with the conduct of a trade or business within the United States. To obtain a reduced rate of withholding under a tax treaty, a non-United States holder must deliver to the Depositary before the payment a properly completed and executed IRS Form 1001. To obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the offer are effectively connected with the conduct of a trade or business within the United States, a non-United States holder must deliver to the Depositary a properly completed and executed IRS Form 4224. A non-United States holder that qualifies for an exemption from withholding by delivering IRS Form 4224 will generally be required to file a United States federal income tax return and will be subject to United States federal income tax on income derived from the sale of shares pursuant to the offer in the manner and to the extent described in Section 14 of the Offer 11 to Purchase as if it were a United States holder. The Depositary will determine a shareholder's status as a non-United States holder and eligibility for a reduced rate of, or exemption from, withholding by reference to any outstanding certificates or statements concerning eligibility for a reduced rate of, or exemption from, withholding (e.g., IRS Form 1001 or IRS Form 4224) unless facts and circumstances indicate that reliance is not warranted. A non-United States holder may be eligible to obtain a refund of all or a portion of any tax withheld if the non-United States holder meets those tests described in Section 14 of the Offer to Purchase that would characterize the exchange as a sale (as opposed to a dividend) or is otherwise able to establish that no tax or a reduced amount of tax is due. Non-United States holders are urged to consult their tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure. 15. Lost, Stolen, Misplaced or Destroyed Certificates. Shareholders whose certificates for all or part of their shares have been lost, stolen, misplaced or destroyed must notify American Stock Transfer & Trust Company, which is also the transfer agent for Resource America's common stock, at (800) 937-5449. American Stock Transfer & Trust Company will instruct shareholders as to the procedures to be followed in order to replace the certificate. 16. Conditional Tenders. As described in Section 6 of the Offer to Purchase, shareholders may condition their tenders on all or a minimum number of their tendered shares being purchased. If Resource America will purchase less than all of the shares tendered before the Expiration Date and not withdrawn, the Depositary will perform a preliminary proration, and any shares tendered at or below the purchase price pursuant to a conditional tender for which the condition was not satisfied by the preliminary proration will be deemed withdrawn, subject to reinstatement if such conditionally tendered shares are subsequently selected by random lot for purchase subject to Section 6 of the Offer to Purchase. Conditional tenders will be selected by lot only from shareholders who tender all of their shares. All tendered shares will be deemed unconditionally tendered unless the "Conditional Tender" box is completed. The conditional tender alternative is made available so that a shareholder may assure that the purchase of shares from the shareholder pursuant to the offer will be treated as a sale of the shares by the shareholder, rather than the payment of a dividend to the shareholder, for federal income tax purposes. Odd lot shares, which will not be subject to proration, cannot be conditionally tendered. It is the tendering shareholder's responsibility to calculate the minimum number of shares that must be purchased from the shareholder in order for the shareholder to qualify for sale (rather than dividend) treatment, and each shareholder is urged to consult his or her own tax advisor. In the event of proration, any shares tendered pursuant to a conditional tender for which the minimum requirements are not satisfied may not be accepted and thereby will be deemed withdrawn. 17. Resource America's Employee Stock Ownership Plan. Participants in Resource America's Employee Stock Ownership Plan may not use this Letter of Transmittal to direct the tender of shares held in their Employee Stock Ownership Plan account, but must comply with the instructions found in the "Letter to Participants in Resource America's Employee Stock Ownership Plan" sent separately to them. Participants in the Employee Stock Ownership Plan are urged to carefully read the "Letter to Participants in Resource America's Employee Stock Ownership Plan" and related materials sent to them. 18. Resource America's 401(k) Investment Savings Plan. Participants in Resource America's 401(k) Investment Savings Plan may not use this Letter of Transmittal to direct the tender of shares allocated to their plan accounts, but must comply with the instructions found in the "Letter to Participants in Resource America's 401(k) Investment Savings Plan" sent separately to them. Participants in the 401(k) Investment Savings Plan are urged to carefully read the "Letter to Participants in Resource America's 401(k) Investment Savings Plan" and related materials sent to them. This Letter of Transmittal, properly completed and duly executed (or a manually signed facsimile of this Letter of Transmittal), together with certificates representing shares being tendered (or confirmation of book-entry transfer by the Depositary) and all other required documents, or a Notice of Guaranteed Delivery, must be received before 12:00 Midnight, Eastern time, on the Expiration Date. Shareholders are encouraged to return a completed Substitute Form W-9 with this Letter of Transmittal. 12 TO BE COMPLETED BY ALL REGISTERED HOLDERS OF SHARES BEING TENDERED - -------------------------------------------------------------------------------------------------------- SUBSTITUTE FORM W-9 Part 1: PLEASE PROVIDE ------------------------- YOUR TIN IN THE APPROPRI- Social Security Number ATE BOX AT RIGHT AND OR CERTIFY BY SIGNING AND ------------------------- DATING BELOW. Employer Identification Number ------------------------- Part 2 -- For Payees exempt DEPARTMENT OF THE NAME (if a joint account or you TREASURY INTERNAL changed your name, see from backup withholding, see REVENUE SERVICE Guidelines) ------------------------- Instruction 13 above and CHECK APPROPRIATE BOX: / / Individual/Sole Proprietor Guidelines for Certification of / / Corporation / / Partnership Taxpayer-Identification Number / / Other ------------ on Substitute Form W-9 Payer's Request for Taxpayer ------------------------- enclosed herewith and com- Identification Number ("TIN") BUSINESS NAME, if different plete as instructed herein. and Certification from above (See Guidelines): ------------------------- ADDRESS ------------------------- ------------------------- CITY STATE ZIP CODE - --------------------------------------------------------------------------------------------------------
Part 3 -- CERTIFICATION -- Under penalties of perjury, I certify that (i) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and (ii) I am not subject to backup withholding because: (a) I am exempt from backup withholding; or (b) I have not been notified that I am subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the IRS has notified me that I am no longer subject to backup with- holding. SIGNATURE DATE ---------------------------------------- --------------------- CERTIFICATION INSTRUCTIONS -- You must cross out item (ii) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. If you are exempt from backup withholding, check the box in Part 5 below. - -------------------------------------------------------------------------------- Part 4 -- AWAITING TIN / / Part 5 -- EXEMPT TIN / / - -------------------------------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 4 OF THIS SUBSTITUTE FORM W-9. 13 - -------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and that I mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a taxpayer identification number to the payer within 60 days, the payer is required to withhold 31% of all reportable payments made to me thereafter until I provide a number. Signature Date --------------------------------------------- ------------------- - -------------------------------------------------------------------------------- 14 The Information Agent for the offer is: D.K. King & Co., Inc. 77 Water Street New York, New York 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll Free: (800) 758-5880 The Dealer Manager for the offer is: Friedman, Billings, Ramsey & Co., Inc. Potomac Tower 1001 Nineteenth Street North Arlington, Virginia 22209 (703) 312-9500 15 EX-99.(A)(1)(III) 4 0004.txt EXHIBIT 99.(A)(1)(III) RESOURCE AMERICA, INC. Notice of Guaranteed Delivery for Tender of Shares of Common Stock This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the offer if certificates evidencing shares of common stock, $0.01 par value per share, of Resource America, Inc., a Delaware corporation, are not immediately available, or if the procedure for book-entry transfer described in the Offer to Purchase dated September 26, 2000 and the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer, cannot be completed on a timely basis or time will not permit all required documents, including a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), an Agent's Message in the case of a book-entry transfer (as defined in the Offer to Purchase) or the specific acknowledgement in the case of a tender through the Automated Tender Offer Program of DTC (as defined in the Offer to Purchase), and any other required documents, to reach the Depositary prior to the Expiration Date (as defined in the Offer to Purchase). This Notice of Guaranteed Delivery, properly completed and duly executed, may be delivered by hand, mail or facsimile transmission to the Depositary. See Section 3 of the Offer to Purchase. The Depositary for the offer is: American Stock Transfer & Trust Company
By Mail or Overnight Delivery: By Facsimile Transmission (for EligibleInstitutions Only): By Hand Delivery: 59 Maiden Lane (718) 234-5001 59 Maiden Lane - Ground Floor New York, New York 10038 Confirm Receipt of Facsimile by Telephone: New York, New York 10038 (718) 921-8200
Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of instructions via facsimile transmission other than as set forth above will not constitute a valid delivery. Deliveries to Resource America will not be forwarded to the Depositary and therefore will not constitute valid delivery. Deliveries to DTC will not constitute valid delivery to the Depositary. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the Offer to Purchase) under the instructions to the Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. THE GUARANTEE ON THE LAST PAGE OF THIS NOTICE MUST BE COMPLETED. Notice of Guaranteed Delivery: The undersigned tenders to Resource America at the price per share indicated in this Notice of Guaranteed Delivery, upon the terms and subject to the conditions described in the Offer to Purchase and the related Letter of Transmittal, receipt of which is hereby acknowledged, the number of shares specified below pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. Number of shares to be tendered: ___________shares. Shares Tendered at Price Determined by Shareholder (See Instruction 5 to the Letter of Transmittal) By checking one of the following boxes below instead of the box under "Shares Tendered at Price Determined Pursuant to the Offer," the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the purchase price determined by Resource America for the shares is less than the price checked below. A shareholder who desires to tender shares at more than one price must complete a separate Letter of Transmittal for each price at which shares are tendered. The same shares cannot be tendered at more than one price. Price (In Dollars) per Share at Which Shares Are Being Tendered / / $9.000 / / $10.000 / / $11.000 / / $9.125 / / $10.125 / / $9.250 / / $10.250 / / $9.375 / / $10.375 / / $9.500 / / $10.500 / / $9.625 / / $10.625 / / $9.750 / / $10.750 / / $9.875 / / $10.875 OR Shares Tendered at Price Determined Pursuant to the Offer (See Instruction 5 to the Letter of Transmittal) / / The undersigned wants to maximize the chance of having Resource America purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this one box instead of one of the price boxes above, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Resource America in accordance with the terms of the offer. This action could result in the undersigned receiving a price per share as low as $9.00. _______________________________________________________________________________ Signature(s): _______________________ Daytime Area Code and Telephone Number: Name(s) of Record Holder(s):_________ ______________________________________ Please Type or Print Date:_____________________________, 2000 _____________________________________ If shares will be delivered by book-entry transfer, provide the _____________________________________ following information: Certificate No.(s):__________________ Account No.:___________________________ Address:____________________________ _______________________________________ Zip Code _______________________________________________________________________________ 2 Odd Lots To be completed ONLY if shares are being tendered by or on behalf of a person owning beneficially or of record an aggregate of fewer than 100 shares (not including any shares held in Resource America's Employee Stock Ownership Plan or in its 401(k) Investment Savings Plan). The undersigned either (check one box): / / is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or / / is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) of shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each person was the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of those shares. In addition, the undersigned is tendering shares either (check one box): / / at the purchase price determined by Resource America in accordance with the terms of the offer (persons checking this box need not indicate the price per share below); or / / at the price per share indicated below in the section captioned "Shares Tendered at Price Determined by Shareholder." Conditional Tender You may condition your tender of shares upon Resource America purchasing a specified minimum number of the shares tendered, all as described in the Offer to Purchase, particularly in Section 6. Unless at least the minimum number of shares you indicate below is purchased by Resource America pursuant to the terms of the offer, none of the shares tendered by you will be purchased. It is your responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor. Unless this box has been completed and a minimum specified, the tender will be deemed unconditional. / / The minimum number of shares that must be purchased, if any are purchased is: _____________ shares. 3 GUARANTEE (Not to be used for a signature guarantee) The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an "eligible guarantor institution," as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an "Eligible Institution"), guarantees the delivery to the Depositary of the shares tendered, in proper form for transfer, or a confirmation that the shares tendered have been delivered pursuant to the procedure for book-entry transfer described in the Offer to Purchase into the Depositary's account at DTC, in each case together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), an Agent's Message in the case of a book-entry transfer or the specific acknowledgement in the case of a tender through the Automated Tender Offer Program of DTC, and any other required documents, all within 3 business days after the date of receipt by the Depositary of this Notice of Guaranteed Delivery. The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates representing shares to the Depositary within the time period set forth in the Offer to Purchase. Failure to do so could result in a financial loss to the Eligible Institution. - -------------------------------------------------------------------------------- Name of Firm: ----------------------------------------------------------------- Address: ---------------------------------------------------------------------- - ------------------------------------------------------------------------------ Zip Code ----------------------------------- Area Code and Telephone Number: ----------------------------------------------- Authorized Signature: --------------------------------------------------------- Name: ------------------------------------------------------------------------- Please Print: ----------------------------------------------------------------- Title: ------------------------------------------------------------------------ Dated: , 2000 ---------- - -------------------------------------------------------------------------------- Note: Do not send share certificates with this form. Certificates for shares should be sent with the Letter of Transmittal. 4 EX-99.(A)(1)(IV) 5 0005.txt EXHIBIT 99.(A)(1)(IV) LETTER TO PARTICIPANTS IN RESOURCE AMERICA'S EMPLOYEE STOCK OWNERSHIP PLAN Offer to Purchase for Cash by Resource America, Inc. up to 5,000,000 Shares of its Common Stock at a Purchase Price not Greater than $11.00 nor Less than $9.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON TUESDAY, OCTOBER 24, 2000, UNLESS THE OFFER IS EXTENDED. To the Participants in Resource America's Employee Stock Ownership Plan: We have announced an offer to purchase up to 5 million shares of our common stock, $0.01 par value per share, at a price of not greater than $11.00 nor less than $9.00 per share, net to the seller in cash, without interest. The offer is being made pursuant to the Offer to Purchase and the related Letter of Transmittal, which are enclosed. As a participant in Resource America's Employee Stock Ownership Plan, you may tender shares that are held in your plan account. If you do not wish to tender any portion of the shares in your plan account, you do not need to take any action. If you would like to tender some or all of the shares held in your plan account in response to this offer, you must follow the instructions set forth below. The Offer. We will determine the lowest purchase price that will allow us to buy 5 million shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. We will pay the same price for all shares purchased in the offer. We will purchase all shares properly tendered at prices at or below the purchase price and not properly withdrawn subject to the conditions of the offer and the "odd lot" priority, proration and conditional tender provisions described in the Offer to Purchase. If more than the number of shares we seek are properly tendered, we will not purchase all of the shares tendered because of proration. We will return shares tendered at prices in excess of the purchase price that is determined by us and shares not purchased because of proration or conditional tenders as promptly as practicable following the expiration of the offer. Our offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer. We reserve the right, in our sole discretion, to purchase more than 5 million shares pursuant to the offer. Because the terms and conditions of the Letter of Transmittal will govern the tender of the shares held in accounts under the Employee Stock Ownership Plan, you should read the Letter of Transmittal carefully. The Letter of Transmittal, however, is furnished to you for your information only and cannot be used by you to tender shares that are held in your Employee Stock Ownership Plan account. You must use the attached Instruction Form to properly tender shares that are held in your plan account. You should also read the Offer to Purchase carefully before making any decision regarding the offer. The offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares of common stock. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of our common stock residing in any jurisdiction in which the making of the offer or acceptance thereof would not be in compliance with the securities laws of that jurisdiction. Tendering Shares. To instruct ATR, Inc., acting on behalf of the trustees of the Employee Stock Ownership Plan, to tender any or all of the shares held in your Employee Stock Ownership Plan account, you must complete the Instruction Form set forth below and return it to ATR in the enclosed envelope. Please note the following: 1. We have been advised that if ATR has not received your Instruction Form at least 3 business days before expiration of the offer, ATR will not tender any shares held on your behalf in your employee stock ownership plan account. The offer, proration period and withdrawal rights will expire at 12:00 Midnight, Eastern time, on Tuesday, October 24, 2000, unless the offer is extended. Consequently, your Instruction Form must be received by ATR no later than 12:00 Midnight, Eastern time on Thursday, October 19, 2000. 2. Shares held in your Employee Stock Ownership Plan account may be tendered at prices not greater than $11.00 nor less than $9.00 per share. 3. The offer is for up to 5 million shares, constituting approximately 21% of the shares outstanding as of September 14, 2000. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to other conditions described in the Offer to Purchase. 4. Our Board of Directors has approved the making of the offer. However, neither Resource America, our Board of Directors, the Dealer Manager, the Information Agent nor any other person makes any recommendation whether you should tender or refrain from tendering your shares or at what purchase price you should choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. 5. Tendering shareholders will not be obligated to pay any brokerage fees or commissions or solicitation fees to tender their shares. Except as described in the Letter of Transmittal, tendering shareholders will not be obligated to pay any stock transfer taxes on the transfer of shares pursuant to the offer. 6. As more fully described in the Offer to Purchase, tenders will be deemed irrevocable unless timely withdrawn. If you instruct ATR to tender the shares held in your Employee Stock Ownership Plan account, and you subsequently decide to change your instructions or withdraw your tender of shares, you may do so by submitting a new Instruction Form. However, the new Instruction Form will be effective only if it is received by ATR, at the address listed below, on or before 12:00 Midnight, Eastern time on Thursday, October 19, 2000, 3 business days before the expiration of the offer. Upon receipt of a timely submitted, new Instruction Form, your previous Instruction Form to tender the shares will be deemed canceled. Additional Instruction Forms may be obtained by calling D.F. King & Co., Inc., the Information Agent, at (800) 758-5880. This letter has been prepared by Resource America and is being sent to you by ATR at our request. Unless you direct ATR on the attached Instruction Form to tender the shares held in your Employee Stock Ownership Plan account, no shares will be tendered. 2 If you wish to tender your shares, complete the Information Form and either: 1. Return it by mail to: ATR, Inc. Valley Forge Square II 681 Moore Road, Suite 310 King of Prussia, Pennsylvania 19406 or 2. Return it by facsimile to: (610) 337-7222. If you have any questions about the offer or any of the matters discussed above, please call the Information Agent at (800) 758-5880. Sincerely, Resource America, Inc. 3 INSTRUCTION FORM Name of Participant: ------------------------------------------------------------ Account Number: ----------------------------------------------------------------- Social Security Number: --------------------------------------------------------- Daytime Telephone Number: ( ) - Check only one box. If more than one box is checked or if no box is checked, the shares will not be properly tendered. / / Tender specified number of shares. ______________ (Please indicate the number of shares you wish to tender from your account.) / / Tender all shares. Shares Tendered at Price Determined by Shareholder (See Instruction 5 to the Letter of Transmittal) By checking one of the following boxes below instead of the box under "Shares Tendered at Price Determined Pursuant to the Offer," the undersigned hereby instructs the trustees to tender shares in his or her plan account at the price checked. This action could result in none of the shares being purchased if the purchase price determined by Resource America for the shares is less than the price checked below. A participant who desires to tender shares at more than one price must complete a separate Instruction Form for each price at which shares are tendered. The same shares cannot be tendered at more than one price. Price (In Dollars) per Share at Which Shares Are to Be Tendered / / $9.000 / / $10.000 / / $11.000 / / $9.125 / / $10.125 / / $9.250 / / $10.250 / / $9.375 / / $10.375 / / $9.500 / / $10.500 / / $9.625 / / $10.625 / / $9.750 / / $10.750 / / $9.875 / / $10.875 OR Shares to Be Tendered at Price Determined Pursuant to the Offer (See Instruction 5 to the Letter of Transmittal) / / The undersigned wants to maximize the chance of having Resource America purchase all of the shares the undersigned is directing the trustees to tender from his or her plan account (subject to the possibility of proration). Accordingly, by checking this one box instead of one of the price boxes above, the undersigned hereby instructs the trustees to tender shares in his or her plan account and is willing to accept the purchase price determined by Resource America in accordance with the terms of the offer. This action could result in receiving a price per share of as low as $9.00. THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING PARTICIPANT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. Dated , 2000 ----------------------------------- ---------------------------------------------- (Signature) Print Name: ------------------------------------ Print Social Security Number: --------------------- Address: --------------------------------------- Daytime Telephone Number with Area Code: -------------------------------- 4 EX-99.(A)(1)(V) 6 0006.txt EXHIBIT 99.(A)(1)(V) LETTER TO PARTICIPANTS IN RESOURCE AMERICA'S 401(k) INVESTMENT SAVINGS PLAN Offer to Purchase for Cash by Resource America, Inc. up to 5,000,000 Shares of its Common Stock at a Purchase Price not Greater than $11.00 nor Less than $9.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON TUESDAY, OCTOBER 24, 2000, UNLESS THE OFFER IS EXTENDED. To the Participants in Resource America's 401(k) Investment Savings Plan: Enclosed for your consideration are the Offer to Purchase dated September 26, 2000 and the related Letter of Transmittal in connection with the offer by Resource America, Inc. to purchase shares of its common stock, $0.01 par value per share. Resource America is offering to purchase up to 5 million shares at a price not greater than $11.00 nor less than $9.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. As a participant in Resource America's 401(k) Investment Savings Plan, you may tender shares that are held in your behalf in the plan. If you wish to do so, you must direct the plan trustees, who are the holders of record, to do so on your behalf by following the instructions in this letter. If you do not wish to direct the sale of any portion of the shares in your 401(k) Investment Savings Plan account, you do not need to take any action. If you would like to direct the sale of some or all of the shares held in your behalf in your plan account in response to this offer, detailed instructions on how to tender those shares are set forth below. The Offer. Resource America will select the lowest purchase price that will allow it to buy 5 million shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. Resource America will pay the same price for all shares purchased in the offer. All shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased, subject to the conditions of the offer and the "odd lot" priority, proration and conditional tender provisions described in the Offer to Purchase. If more than the number of shares Resource America seeks are properly tendered, Resource America will not purchase all of the shares tendered at or below the purchase price because of proration. Shares tendered at prices in excess of the purchase price that is determined by Resource America and shares not purchased because of proration or conditional tenders will be returned as promptly as practicable following the expiration of the offer. Resource America's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer. Resource America reserves the right, in its sole discretion, to purchase more than 5 million shares pursuant to the offer. You must carefully follow the instructions below if want to direct the trustee to tender some or all of the shares held on your behalf in your 401(k) Investment Savings Plan account. Failure to follow the instructions below properly may make you ineligible to direct the trustees to tender the shares held in your 401(k) Investment Savings Plan account in the offer. The trustees of the 401(k) Investment Savings Plan are the holders of record of the shares held in your 401(k) Investment Savings Plan account. Pursuant to your instructions, the trustees, acting through the third party administrator, ATR, Inc., will complete a Letter of Transmittal with respect to the shares held on your behalf in your 401(k) Investment Savings Plan account. A tender of the shares held on your behalf in your 401(k) Investment Savings Plan account can be made only by the trustees of the savings plan as the registered holder of the shares. If you tender shares, the tender proceeds will be reinvested pro-rata in accordance with your current investment directions for new elective deferral contributions. However, if your current investment directions for new elective deferral contributions provide that some or all of your contributions are to be invested in Resource America common stock, then that portion of the tender proceeds will be invested in the Fidelity Spartan Money Market Fund. Once the tender proceeds have been credited to your plan account, you may reallocate your investments amoung the various investment funds under the 401(k) Investment Savings Plan in the usual manner. Because the terms and conditions of the Letter of Transmittal will govern the tender of the shares held in the savings plan, you should read the Letter of Transmittal carefully. The Letter of Transmittal, however, is furnished to you for your information only and cannot be used by you to tender shares that are held on your behalf in your plan account. You must use the enclosed Directions Form to properly tender shares that are held in your plan account. You should also read the Offer to Purchase carefully before making any decision regarding the offer. The offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares of common stock of Resource America. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of common stock of Resource America residing in any jurisdiction in which the making of the offer or acceptance thereof would not be in compliance with the securities laws of that jurisdiction. Tendering Shares. To instruct the trustees to tender any or all of the shares held on your behalf in your 401(k) plan account, you must complete the enclosed Directions Form and return it to ATR in the enclosed self-addressed envelope. Please note the following: 1. If you wish to tender some or all of the shares held on your behalf in your 401(k) Investment Savings Plan account, ATR must receive your Directions Form at least 3 business days before the expiration of the offer, otherwise the trustees will not tender any shares held on your behalf in the 401(k) Investment Savings Plan. The offer, proration period and withdrawal rights will expire at 12:00 Midnight, Eastern time, on Tuesday, October 24, 2000, unless the offer is extended. Consequently, your Directions Form must be received by ATR no later than 12:00 Midnight, Eastern time on Thursday, October 19, 2000. 2. Shares held on your behalf in your savings plan account may be tendered at prices not greater than $11.00 nor less than $9.00 per share. 3. The 401(k) Investment Savings Plan is prohibited from selling shares to Resource America for a price that is less than the prevailing market price. Accordingly, if you elect to tender shares at a price that is lower than the prevailing price of Resource America's common stock on The Nasdaq Stock Market at the expiration of the offer, the tender price you elect will be deemed to have been increased to the closest tender price that is not less than that closing price. 4. The offer is for up to 5 million shares, constituting approximately 21% of the shares outstanding as of September 14, 2000. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to other conditions described in the Offer to Purchase. 5. Resource America's Board of Directors has approved the making of the offer. However, neither Resource America, Resource America's Board of Directors, the Dealer Manager, the Information Agent nor any other person is making any recommendation whether you should tender or refrain from tendering your shares or at what purchase price you should choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. 2 6. Tendering shareholders will not be obligated to pay any brokerage fees or commissions or solicitation fees to the Dealer Manager, Depositary, Information Agent or Resource America or, except as described in the Letter of Transmittal, stock transfer taxes on the transfer of shares pursuant to the offer. 7. As more fully described in the Offer to Purchase, tenders will be deemed irrevocable unless timely withdrawn. If you instruct the trustee to tender the shares held on your behalf in your 401(k) Investment Savings Plan account, and you subsequently decide to change your instructions or withdraw your tender of shares, you may do so by submitting a new Directions Form. However, the new Directions Form will be effective only if it is received by ATR, at the address on the back cover of the Offer to Purchase, on or before 12:00 Midnight, Eastern time on Thursday, October 19, 2000, 3 business days before the expiration of the offer. Upon receipt of a timely submitted, new Directions Form, your previous instructions to tender the shares will be deemed canceled. Additional Directions Forms may be obtained by calling D.F. King & Co., Inc., the Information Agent, at (800) 758-5880. This letter has been prepared by Resource America and is being sent to you by ATR at our request. Unless you direct the trustee on the enclosed Directions Form to tender the shares held on your behalf in your 401(k) Investment Savings Plan account, no shares will be tendered. If you wish to tender shares held on your behalf in your 401(k) Investment Savings Plan account, complete the Directions Form and either 1. Return it by mail to: ATR, Inc. Valley Forge Square II 681 Moore Road, Suite 310 King of Prussia, Pennsylvania 19406 or 2. Return it by facsimile to: (610) 337-7222. If you have any questions about the offer or any of the other matters discussed above, please call D.F. King & Co., Inc., the Information Agent, at (800) 758-5880. Sincerely, Resource America, Inc. DIRECTIONS FORM WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH BY RESOURCE AMERICA, INC. OF UP TO 5 MILLION SHARES OF ITS COMMON STOCK The undersigned acknowledges receipt of the enclosed Offer to Purchase, dated September 26, 2000, and the related Letter of Transmittal and Letter to the Participants in Resource America's 401(k) Investment Savings Plan in connection with the offer by Resource America, Inc. to purchase up to 5 million shares of its common stock, $0.01 par value per share. These Directions will instruct the trustees of Resource America's 401(k) Investment Savings Plan and holders of record of shares of the 401(k) Investment Savings Plan, to tender unconditionally the number of shares indicated below (or if no number is indicated below, all shares) held by the trustees for the undersigned's 401(k) Investment Savings Plan account upon the terms and subject to the conditions set forth in the Offer to Purchase. NOTE: Shares allocated to participant accounts for which directions are not received will not be tendered. 3 Number of Shares Tendered Unconditionally: ____________ Shares (Please indicate the number of shares you wish the trustees to tender from your 401(k) Investment Savings Plan account. If this space is left blank, the trustees will tender unconditionally all shares from your 401(k) Investment Savings Plan account.) Shares Tendered at Price Determined by Shareholder (See Instruction 5 to the Letter of Transmittal) By checking one of the following boxes below instead of the box under "Shares Tendered at Price Determined Pursuant to the Offer," the undersigned hereby instructs the trustees to tender shares in his or her plan account at the price checked. This action could result in none of the shares being purchased if the purchase price determined by Resource America for the shares is less than the price checked below. A participant who desires to tender shares at more than one price must complete a separate Directions Form for each price at which shares are to be tendered. The same shares cannot be tendered at more than one price. Price (In Dollars) per Share at Which Shares Are to Be Tendered / / $9.000 / / $10.000 / / $11.000 / / $9.125 / / $10.125 / / $9.250 / / $10.250 / / $9.375 / / $10.375 / / $9.500 / / $10.500 / / $9.625 / / $10.625 / / $9.750 / / $10.750 / / $9.875 / / $10.875 OR Shares to Be Tendered at Price Determined Pursuant to the Offer (See Instruction 5 to the Letter of Transmittal) / / The undersigned wants to maximize the chance of having Resource America purchase all of the shares the undersigned is directing the trustees to tender from his or her plan account (subject to the possibility of proration). Accordingly, by checking this one box instead of one of the price boxes above, the undersigned hereby instructs the trustees to tender shares in his or her plan account and is willing to accept the purchase price determined by Resource America in accordance with the terms of the offer. This action could result in receiving a price per share of as low as $9.00. THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING PARTICIPANT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. Dated ,2000 ----------------------------------- ---------------------------------------------- (Signature) Print Name: ----------------------------------- Print Social Security Number: ----------------- Address: -------------------------------------- Daytime Telephone Number with Area Code: ------------------------------- 4 EX-99.(A)(1)(VI) 7 0007.txt EXHIBIT 99.(A)(1)(VI) [GRAPHIC OMITTED] Offer to Purchase for Cash by Resource America, Inc. up to 5,000,000 Shares of its Common Stock at a Purchase Price not Greater than $11.00 nor Less Than $9.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON TUESDAY, OCTOBER 24, 2000, UNLESS THE OFFER IS EXTENDED. September 26, 2000 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Resource America, Inc., a Delaware corporation, has appointed us to act as the dealer manager in connection with its offer to purchase shares of its common stock, $0.01 par value per share. The offer is for the purchase of up to 5 million shares at a price not greater than $11.00 nor less than $9.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Resource America will determine the lowest purchase price that will allow it to buy 5 million shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares acquired in the offer will be acquired at the same purchase price. Resource America's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer. Only shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased. However, because of the "odd lot" priority, proration and conditional tender provisions described in the Offer to Purchase, all of the shares tendered at or below the purchase price will not be purchased if more than the number of shares Resource America seeks are properly tendered. Shares tendered at prices in excess of the purchase price that is determined by Resource America and shares not purchased because of proration or conditional tenders will be returned as promptly as practicable following the Expiration Date. Resource America reserves the right, in its sole discretion, to purchase more than 5 million shares pursuant to the offer. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to other conditions. If at the expiration of the offer more than 5 million shares, or any greater number of shares as Resource America may elect to purchase, are properly tendered at or below the purchase price and not properly withdrawn, Resource America will buy shares first from any person (an "odd lot holder") who owned beneficially or of record an aggregate of fewer than 100 shares (not including any shares held in Resource America's Employee Stock Ownership Plan or its 401(k) Investment Savings Plan) and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on a Notice of Guaranteed Delivery, who properly tender all their shares at or below the purchase price, and then on a pro rata basis from all other shareholders who properly tender shares at prices at or below the purchase price, subject to the conditional tender provisions. For your information and for forwarding to those of your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. The Offer to Purchase dated September 26, 2000 and related letter to the shareholders of Resource America dated September 26, 2000 from Edward E. Cohen, Chairman, Chief Executive Officer and President of Resource America. 2. The Letter of Transmittal for your use and for the information of your clients, together with the accompanying Substitute Form W-9. Facsimile copies of the Letter of Transmittal, with manual signatures, may be used to tender shares. 3. The Notice of Guaranteed Delivery to be used to accept the offer and tender shares pursuant to the offer if none of the procedures for tendering shares described in the Offer to Purchase can be completed on a timely basis. 4. A printed form of letter, which you may send to your clients for whose accounts you hold shares registered in your name or in the name of your nominee, with an instruction form provided for obtaining the clients' instructions with regard to the offer. 5. Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9. 6. A return envelope addressed to American Stock Transfer & Trust Company, as Depositary for the offer. Your prompt action is requested. We urge you to contact your clients as promptly as possible. Please note that the offer, proration period and withdrawal rights will expire at 12:00 Midnight, Eastern time, on Tuesday, October 24, 2000, unless the offer is extended. Holders of shares whose certificate(s) for the shares are not immediately available or who cannot deliver the certificate(s) and all other required documents to the Depositary, or complete the procedures for book-entry transfer, before the Expiration Date must tender their shares according to the procedure for guaranteed delivery described in Section 3 of the Offer to Purchase. Neither Resource America nor any officer, director, shareholder, agent or other representative of Resource America will pay any fees or commissions to any broker, dealer or other person for soliciting tenders of shares pursuant to the offer (other than fees paid to Friedman, Billings, Ramsey & Co., Inc., as Dealer Manager, as described in the Offer to Purchase). Resource America will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients whose shares are held by you as a nominee or in a fiduciary capacity. Resource America will pay or cause to be paid any stock transfer taxes applicable to its purchase of shares, except as otherwise provided in the Letter of Transmittal. Requests for additional copies of the enclosed materials and any inquiries you may have with respect to the offer should be addressed to D.F. King & Co., Inc., as Information Agent, at (212) 269-5550 (collect) or (800) 758-5880 (toll free). Very truly yours, Friedman, Billings, Ramsey & Co., Inc. NOTHING CONTAINED IN THIS DOCUMENT OR IN THE ENCLOSED DOCUMENTS WILL MAKE YOU OR ANY OTHER PERSON AN AGENT OF RESOURCE AMERICA, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED IN THOSE DOCUMENTS. EX-99.(A)(5)(I) 8 0008.txt EXHIBIT 99.(A)(5)(I) Offer to Purchase for Cash by Resource America, Inc. up to 5,000,000 Shares of its Common Stock at a Purchase Price Not Greater Than $11.00 nor Less Than $9.00 Per Share THE OFFER, PRORATION PRICE AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON TUESDAY, OCTOBER 24, 2000, UNLESS THE OFFER IS EXTENDED. To Our Clients: September 26, 2000 Enclosed for your consideration are the Offer to Purchase dated September 26, 2000 and the related Letter of Transmittal in connection with the offer by Resource America, Inc., a Delaware corporation, to purchase shares of its common stock, $0.01 par value per share. Resource America is offering to purchase up to 5 million shares at a price not greater than $11.00 nor less than $9.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Resource America will select the lowest purchase price that will allow it to buy 5 million shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares acquired in the offer will be acquired at the same purchase price. Resource America's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer. Only shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased. However, because of the "odd lot" priority, proration and conditional tender provisions described in the Offer to Purchase, all of the shares tendered at or below the purchase price will not be purchased if more than the number of shares Resource America seeks are properly tendered. Shares tendered at prices in excess of the purchase price that is determined by Resource America and shares not purchased because of proration or conditional tenders will be returned as promptly as practicable following the Expiration Date. Resource America reserves the right, in its sole discretion, to purchase more than 5 million shares pursuant to the offer. If at the expiration of the offer more than 5 million shares, or any greater number of shares as Resource America may elect to purchase, are properly tendered at or below the purchase price and not properly withdrawn before the Expiration Date, Resource America will purchase shares first from any person (an "odd lot holder") who owned beneficially or of record an aggregate of fewer than 100 shares (not including any shares held in Resource America's Employee Stock Purchase Plan or in Resource America's 401(k) Investment Savings Plan) and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on a Notice of Guaranteed Delivery, and properly tendered all those shares at or below the purchase price and then, subject to the conditional tender provisions, on a pro rata basis from all other shareholders who properly tender shares at prices at or below the purchase price. A tender of your shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender your shares held by us for your account. Accordingly, we request instructions as to whether you wish to tender any or all of the shares held by us for your account, upon the terms and subject to the conditions of the offer. Please note the following: 1. Shares may be tendered at prices not greater than $11.00 nor less than $9.00 per share, as indicated in the attached Instruction Form. 2. You may designate the priority in which certificates will be purchased in the event of proration. 1 3. The offer is not conditioned on any minimum number of shares being tendered. The offer is, however, subject to other conditions described in the Offer to Purchase. 4. The offer, proration period and withdrawal rights will expire at 12:00 Midnight, Eastern time, on Tuesday, October 24, 2000, unless the offer is extended. 5. The offer is for 5 million shares, constituting approximately 21% of the shares outstanding as of September 14, 2000. 6. Resource America's Board of Directors has approved the making of the offer. However, neither Resource America, Resource America's Board of Directors, the Dealer Manager nor the Information Agent is making any recommendation whether you should tender or refrain from tendering your shares or at what purchase price you should choose to tender your shares. You must make the decision whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. 7. Tendering shareholders who hold shares registered in their own name and who tender their shares directly to the Depositary will not be obligated to pay brokerage commissions, solicitation fees or, subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on the purchase of shares by Resource America in the offer. Resource America will, upon the terms and subject to the conditions of the offer, accept all your shares for purchase if: o you owned beneficially or of record an aggregate of fewer than 100 shares (not including any shares held in Resource America's Employee Stock Ownership Plan or in Resource America's 401(k) Investment Savings Plan); o you instruct us to tender on your behalf all your shares at or below the purchase price before the Expiration Date; and o you complete the section entitled "Odd Lots" in the attached Instruction Form. If you wish to tender portions of your shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each portion of your shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept for each portion tendered. If you wish to have us tender any or all of your shares, please instruct us by completing, executing, detaching and returning the attached Instruction Form. An envelope to return your Instruction Form to us is enclosed. If you authorize us to tender your shares, all your shares will be tendered unless otherwise indicated on the attached Instruction Form. Please forward your Instruction Form to us as soon as possible to allow us ample time to tender your shares on your behalf prior to the expiration of the offer. As described in the Offer to Purchase, if more than 5 million shares, or any greater number of shares as Resource America may elect to purchase, have been properly tendered at or below the purchase price and not properly withdrawn before the Expiration Date, Resource America will purchase tendered shares on the basis described below: o First, all shares tendered and not withdrawn before the Expiration Date by any odd lot holder who: o tenders all shares owned beneficially or of record by the odd lot holder at a price at or below the purchase price (tenders of less than all shares owned by the odd lot holder will not qualify for this preference); and o completes the section captioned "Odd Lots" on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and o Second, after purchase of all of the foregoing shares, subject to the conditional tender provisions described in Section 6 of the Offer to Purchase, all other shares properly tendered at prices at or below the purchase price and not properly withdrawn before the Expiration Date, on a pro rata basis (with appropriate adjustments to avoid purchases of fractional shares) as described in the Offer to Purchase. The offer is being made solely pursuant to the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares of common stock of Resource America. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of common stock of Resource America residing in any jurisdiction in which the making of the offer or acceptance thereof would not be in compliance with the securities laws of that jurisdiction. 2 INSTRUCTION FORM INSTRUCTIONS FOR TENDER OF SHARES OF RESOURCE AMERICA, INC. The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase dated September 26, 2000 and the related Letter of Transmittal in connection with the offer by Resource America, Inc. to purchase shares of its common stock, $0.01 par value per share. Resource America is offering to purchase up to 5 million shares at a price not greater than $11.00 nor less than $9.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Resource America's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer. This will instruct you to tender to Resource America, on (our) (my) behalf, the number of shares indicated below (or if no number is indicated below, all shares) which are beneficially owned by (us) (me) and registered in your name, upon the terms and subject to the conditions of offer. Number of shares to be tendered: _________ shares.* * Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered. PRICE AT WHICH SHARES TENDERED Shares Tendered at Price Determined by Shareholder (See Instruction 5 to the Letter of Transmittal) By checking one of the following boxes below instead of the box under "Shares Tendered at Price Determined Pursuant to the Offer," the undersigned hereby tenders shares at the price checked below. This action could result in none of the shares being purchased if the purchase price determined by Resource America for the shares is less than the price checked below. A shareholder who desires to tender shares at more than one price must complete a separate Instruction Form for each price at which shares are tendered. The same shares cannot be tendered at more than one price. Price (In Dollars) per Share at Which Shares Are Being Tendered / / $9.000 / / $10.000 / / $11.000 / / $9.125 / / $10.125 / / $9.250 / / $10.250 / / $9.375 / / $10.375 / / $9.500 / / $10.500 / / $9.625 / / $10.625 / / $9.750 / / $10.750 / / $9.875 / / $10.875 OR Shares Tendered at Price Determined Pursuant to the Offer (See Instruction 5 to the Letter of Transmittal) / / The undersigned wants to maximize the chance of having Resource America purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this one box instead of one of the price boxes above, the undersigned hereby tenders shares and is willing to accept the purchase price determined by Resource America in accordance with the terms of the offer. This action could result in receiving a price per share of as low as $9.00. 3 ODD LOTS / / By checking this box, the undersigned represents that the undersigned owns, beneficially or of record, an aggregate of fewer than ____ shares and is tendering all of those shares. (In addition, the undersigned is tendering shares either (check one box): / / at the purchase price, as it will be determined by Resource America in accordance with the terms of the offer (persons checking this box need not indicate the price per share below); or / / at the price per share indicated below under "Price (In Dollars) per share at Which Shares Are Being Tendered." CONDITIONAL TENDER A tendering shareholder may condition his or her tender of shares upon Resource America purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares you indicate below is purchased by Resource America pursuant to the terms of the offer, none of the shares tendered by you will be purchased. It is the tendering shareholder's responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each shareholder is urged to consult his or her own tax advisor. Unless this box has been completed and a minimum specified, the tender will be deemed unconditional. / / The minimum number of shares that must be purchased, if any are purchased is: ______ shares. THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. Sign Here: ---------------------------------------------------------------------- -------------------------------------------------------------------------- SIGNATURE(S) Name(s): ----------------------------------------------------------------------- -------------------------------------------------------------------------- (PLEASE PRINT NAME(S)) Address(es): ------------------------------------------------------------------- -------------------------------------------------------------------------- -------------------------------------------------------------------------- (INCLUDE ZIP CODE) Dated: , 2000 ---------- 4 EX-99.(A)(5)(II) 9 0009.txt EXHIBIT 99.(A)(5)(II) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer. Social Secur-ity numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.
- ----------------------------------------------------------------------------------------------------------------------------- Give the Give the EMPLOYER SOCIAL SECURITY IDENTIFICATION For this type of account: number of -- For this type of account: number of -- - ----------------------------------------------------------------------------------------------------------------------------- 1. An individual's The individual. 8. A valid trust, estate, or The legal entity (do not account. pension furnish the identifying 2. Two or more individuals The actual owner of number of the personal (joint account) the account or, if representative or trustee combined funds, the first unless the legal entity individual on the itself is not designated account(1) in the account title(5) 3. Custodian The minor(2) 9. Corporate account The corporation account of a 10. Religious, charitable, or The organization minor educational organization account 4. Adult and minor The adult or, if the minor 11. Partnership account held The partnership (joint account) is the only contributor, the in the name of the minor(1) business 5. Account in the name of The ward, minor, or 12. Association, club, or The organization guardian or committee for incompetent person(3) other tax-exempt a designated ward, minor, organization or incompetent person 6. a. A revocable savings The grantor-trustee(1) 13. A broker or The broker or nominee trust account (in which registered nominee grantor is also trustee) b. Any "trust" account that The actual owner(1) 14. Account with the The public entity is not a legal or valid Department of trust under state law Agriculture in the name 7. Sole proprietorship of public entity (such as account The owner(4) a State or local government, school district, or prison) that receives agricultural rogram payments. - -----------------------------------------------------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the name of the owner. (5) List first and circle the name of the legal trust, estate, or pension trust. Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. 1 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Obtaining a Number: If you don't have a taxpayer identification number ("TIN") or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. As soon as you receive your TIN, complete another W-9, include your TIN, sign and date the form, and send it to the Depositary. Payees Exempt from Backup Withholding: Payees specifically exempted from backup withholding on ALL payments including the following: o A corporation. o A financial institution. o An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), or an individual retirement plan. o The United States or any agency or instrumentality thereof. o A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. o A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. o An international organization or any agency, or instrumentality thereof. o A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S. o A real estate investment trust. o A common trust fund operated by a bank under section 584(a) of the Code. o An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1) of the Code. o An entity registered at all times under the Investment Company Act of 1940. o A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: o Payments to nonresident aliens subject to withholding under section 1441 of the Code. o Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner. o Payments of patronage dividends where the amount renewed is not paid in money. o Payments made by certain foreign organizations. o Payments made to a nominee. Payments of interest not generally subject to backup withholding include the following: o Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. o Payments of tax-exempt interest (including exempt-interest dividends under section 852) of the Code. o Payments described in section 6049(b)(5) of the Code to nonresident aliens. o Payments on tax-free covenant bonds under section 1451 of the Code. o Payments made by certain foreign organizations. o Payments made to a nominee. Exempt payees described above must still complete the substitute form W-9 enclosed herewith to avoid possible erroneous backup withholding. File substitute form W-9 with the payer, remembering to certify your taxpayer identification number on Part III of the form, write "exempt" on the face of the form and sign and date the form and return it to the payer. Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A, and 6050N of the Code and their regulations. Privacy Act Notice: Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. Payers must be given the numbers whether or not recipients are required to file a tax return. Payers must generally withhold 31% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. Penalties: (1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) Criminal Penalty for Falsifying Information. Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. 2 EX-99.(A)(5)(III) 10 0010.txt EXHIBIT 99.(A)(5)(III) RAI 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) - -------------------------------------------------------------------------------- Resource America, Inc. Announces Commencement of Dutch Auction Philadelphia, PA-September 26, 2000- Resource America, Inc.(Nasdaq-REXI)(the "Company") announced today that it has commenced a "Dutch Auction" tender offer for up to 5 million shares, or approximately 21% of its outstanding common stock. Under terms of the offer, the Company will invite shareholders to tender their shares at prices specified by the tendering shareholders at a purchase price not in excess of $11.00 nor less than $9.00 per share. The tender offer is being commenced today, September 26, 2000 and will expire at 12:00 midnight, Eastern Standard Time, on October 24, 2000, unless extended by the Company. Resource America, Inc. will select the lowest single per-share purchase price that will allow it to buy 5 million shares or, if a lesser number of shares is properly tendered, all shares that are properly tendered and not withdrawn. If the offer is over-subscribed, Resource America, Inc. will purchase first from shareholders owning fewer than 100 shares and tendering all of such shares at or below the purchase price determined by the Company and then from all other shareholders tendering at or below such purchase price on a pro rata basis. The tender offer will not be conditioned on any minimum number of shares being tendered. Neither the Company nor its Board of Directors is making any recommendation to shareholders as to whether to tender or refrain from tendering their shares or as to the purchase price on any tender. Each shareholder must make his or her own decision whether to tender shares and, if so, how many shares and at what price or prices shares should be tendered. The Company has been advised that none of its directors or executive officers intends to tender any shares pursuant to the offer. Friedman, Billings Ramsey and Co., Inc. will act as Dealer Manager and D.F. King and Co., Inc. will act as Information Agent. 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 CAREFULLY THE OFFER TO PURCHASE AND RELATED MATERIALS THAT THE COMPANY WILL BE SENDING OUT SHORTLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING VARIOUS TERMS AND CONDITIONS OF THE OFFER. SHAREHOLDERS CAN OBTAIN COPIES OF THE OFFER TO PURCHASE AND RELATED MATERIALS AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WITHOUT CHARGE AT THE SEC'S WEB SITE AT WWW.SEC.GOV OR FROM OUR INFORMATION AGENT, D.F.KING AND CO. INC., AT 77 WATER STREET, NEW YORK, N.Y. 10005, TELEPHONE: (800) 758-5880. SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE OFFER. Resource America, Inc. operates businesses in energy, energy technology, and real estate finance. Statements made in this release include forward-looking statements, which involve substantial risks and uncertainties. The Company's actual results, performance or achievements could differ materially from those expressed or implied in this release. -----END PRIVACY-ENHANCED MESSAGE-----