<PAGE> 1
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SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
XXXXX
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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<PAGE> 2
RESOURCE AMERICA, INC.
1521 Locust Street - Suite 400
Philadelphia, PA 19102
________________
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
________________
GENERAL
INTRODUCTION
The special meeting of stockholders of Resource America, Inc. (the
"COMPANY") will be held on September 28, 1995 at 1521 Locust Street, Suite 400,
Philadelphia, Pennsylvania 19102, at 9:00 a.m., Philadelphia time, for the
purposes set forth in the accompanying notice. Only stockholders of record at
the close of business on August 18, 1995 will be entitled to notice of and to
vote at such meeting.
This statement is furnished in connection with the solicitation by
Company management of proxies from holders of Common Stock to be used at such
meeting, and at any and all adjournments thereof. Proxies in the accompanying
form, properly executed and duly returned to the Company, and not revoked, will
be voted at the meeting and any and all adjournments thereof.
This proxy statement and the accompanying form of proxy are being sent
on or about September 4, 1995, to stockholders of record on August 18, 1995.
REVOCATION OF PROXY
-------------------
If a proxy in the accompanying form is executed and returned, it may
nevertheless be revoked at any time prior to its exercise by giving written
notice of revocation to the Secretary of the Company at its Philadelphia
address stated herein, by submitting a later dated proxy, or by attending the
meeting and voting in person.
EXPENSES AND MANNER OF SOLICITATION
-----------------------------------
The cost of soliciting proxies, which is not expected to exceed
$15,000, will be borne by the Company. In addition to the use of the mails,
proxies may be solicited by personal interview, telephone and telegraph, and by
directors, officers and regular employees of the Company, without special
compensation therefor. The Company expects to reimburse banks, brokers and
other persons for their reasonable out-of-pocket expenses in handling proxy
materials for beneficial owners of the Company's Common Stock.
<PAGE> 3
VOTING AT THE MEETING
As of the close of business on August 18, 1995, the Company had an
authorized capitalization of 4,500,000 shares, consisting of 3,500,000 shares
of common stock, par value $.01 per share ("COMMON STOCK" or "COMMON SHARES"),
and 1,000,000 shares of preferred stock, par value $1.00 per share ("PREFERRED
STOCK" or "PREFERRED SHARES"). Of such authorized capitalization, 665,473
shares of Common stock were outstanding as of the date hereof. There are no
outstanding shares of Preferred Stock. At the special meeting, the holders of
Common Stock will be entitled to one vote per share on each matter of business
properly brought before the meeting.
The presence in person or by proxy of holders of the Company's
outstanding Common Stock representing not less than a majority of the
outstanding shares of Common Stock will constitute a quorum. The affirmative
vote of a majority of the shares of Common Stock outstanding on the record date
will be necessary for the approval of the proposed amendment to the Company's
Certificate of Incorporation to divide the Company's common stock into two
classes. The affirmative vote of a majority of the shares of Common Stock
present and voting (assuming a quorum is present) will be necessary for
approval of the proposed amendments to the 1989 Key Employee Stock Option Plan
(the "PLAN"), and all other business properly brought before the meeting by the
Board of Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND DIRECTORS
The following table sets forth the number and percentage of shares of
Common Stock owned by (a) each person who, to the knowledge of the Company, is
the beneficial owner of 5% or more of the outstanding shares of Common Stock;
(b) each of the Company's present directors; (c) each of the Company's
executive officers; and (d) each of the executive officers and directors or
partners of any partnership, corporation or other entity, if any, ultimately in
control of the Company. This information is reported in accordance with the
beneficial ownership rules of the Securities and Exchange Commission under
which a person is deemed to be the beneficial owner of a security if that
person has or shares voting power or investment power with respect to such
security or has the right to acquire such ownership within 60 days.
-2-
<PAGE> 4
<TABLE>
<CAPTION>
Beneficial Amount Percent
Owner Owned(a)(b) of Class
---------- ----------- ---------
<S> <C> <C>
Bryn Mawr Resources, Inc. 207,701 (c) 31.21
1521 Locust Street
Philadelphia, PA 19102
J.W. Straker Trust 62,722 9.43
4120 Harbour Oaks Court
Bonita Bay
Bonita Springs, FL 33923
Resource America Employee 54,021 (d) 8.12
Stock Ownership Plan
2876 South Arlington Road
Akron, OH 44312
B & C Investments, Inc. 34,550 (e) 5.19
1521 Locust Street
Philadelphia, PA 19102
Physicians Insurance Company (b) (b)
of Ohio
13515 Yarmouth Drive, N.W.
Pickerington, OH 43147
DIRECTORS
Carlos C. Campbell 10 .00
Edward E. Cohen 280,763 (c)(d)(e) 41.26
(g)(h)
John R. Hart 284,465 (b) 29.95
Andrew M. Lubin 100 .00
Alan D. Schreiber, M.D. 1,200 .18
Michael L. Staines 8,292 (g)(h)(i) 1.24
John S. White -0- .00
EXECUTIVE OFFICERS
Freddie M. Kotek -0- .00
Nancy J. McGurk 4,582 (f)(g)(h) .69
Scott F. Schaeffer 5,668 (g)(h) .85
Jeffrey C. Simmons 2,444 (f) .37
All present officers and
directors as a group 587,524 (b)(c)(d)(e)
(11 persons) (f)(g)(h)(i) 60.20
</TABLE>
-3-
<PAGE> 5
(a) Except as otherwise indicated, shares are owned of record and
each owner has sole voting and investment power. Share ownership is as of
August 18, 1995.
(b) Physicians Insurance Company of Ohio ("PICO") acquired
warrants to purchase 284,465 shares of Common Stock of the Company in four (4)
separate transactions: (i) on May 25, 1994, PICO acquired warrants to purchase
160,000 shares of Common Stock of the Company at a price of $9.50 per share in
conjunction with its purchase of an $8 million senior secured note from the
Company; (ii) on December 21, 1994, PICO acquired warrants to purchase 40,000
shares of the Common Stock of the Company at a price of $9.50 per share in
conjunction with its purchase from the Company of a real estate mortgage; (iii)
on June 1, 1995, PICO acquired warrants to purchase 49,275 shares of Common
Stock of the Company at a price of $11.72 per share in conjunction with its
purchase from the Company of a senior participation in each of several real
estate mortgages; and (iv) on June 20, 1995, PICO acquired warrants to purchase
35,190 shares of Common Stock of the Company at a price of $11.75 per share in
conjunction with its purchase from the Company of a senior participation in
each of several real estate mortgages. With respect to items (iii) and (iv),
above, the warrants so issued were part of a commitment by the Company to issue
warrants to purchase up to 150,000 shares of Common Stock as and to the extent
PICO provides certain mortgage financing to the Company. See "Proposal to
Amend the Company's Certificate of Incorporation to Effect a Division of Its
Common Stock into Two Classes - Background and Reasons." Acquisition of the
shares underlying the warrants currently outstanding would result in an
additional $2.9 million payment to the Company and would result in PICO's
direct ownership of 29.95% of the Company's then outstanding Common Stock. Mr.
Hart is an officer and director of PICO.
(c) Includes the 207,701 shares of Common Stock beneficially owned
by Bryn Mawr Resources, Inc. ("BRYN MAWR") and held of record by Bryn Mawr
Holdings, Inc., a subsidiary of Bryn Mawr. Bryn Mawr has filed Schedule 13D
with the Securities and Exchange Commission concerning its ownership of the
Company's Common Stock. Mr. Cohen is an officer, director and principal
shareholder of Bryn Mawr.
(d) Includes 54,021 shares held in the name of the Resource
America, Inc. 1989 Employee Stock Ownership Trust of which Mr. Cohen is the
Trustee, and with respect to which Mr. Cohen has voting power for unallocated
shares. Such trust has allocated 35,838 shares to the accounts of eligible
employees, with respect to which such employees hold voting power. See note
(h).
(e) Includes 34,550 shares of Common Stock beneficially owned by B
& C Investments, Inc., of which Mr. Cohen is a principal shareholder.
(f) Includes shares allocated under the Resource Exploration, Inc.
Employee Savings Plan in the amount of: Ms.
-4-
<PAGE> 6
McGurk - 1,452 shares and Mr. Simmons - 756 shares as to which each has voting
power.
(g) Includes shares issuable on exercise of options granted in
1993 under the Plan of: 15,000 shares to Mr. Cohen, 5,000 shares to Mr.
Schaeffer, 3,000 shares to Mr. Staines and 1,000 shares to Ms. McGurk (see
"Compensation of Executive Officers and Directors").
(h) Includes shares allocated under the 1989 Employee Stock
Ownership Plan in the amounts of: Mr. Cohen - 5,311 shares; Mr. Staines -
3,292 shares; Mr. Schaeffer - 668 shares; Ms. McGurk - 2,130 shares and Mr.
Simmons - 1,688 shares.
(i) Includes 2,000 shares issuable on exercise of options granted
to Mr. Staines in 1993 under the 1984 Key Employee Stock Option Plan.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE OFFICERS
The following tables set forth certain information concerning the
compensation paid or accrued during each of the last three fiscal years by the
Company and its subsidiaries to the Company's Chief Executive Officer and each
of the Company's other most highly compensated executive officers whose
aggregate salary and bonus (including amounts of salary and bonus foregone to
receive non-cash compensation) exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Name and Restricted Securities
Principal Fiscal Stock Underlying LTIP All
Position Year Salary Bonus Other Award (1) Options (2) Payouts Other
---------- ------- -------- ------- ----- ----------- ----------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward E. Cohen 1994 $ 97,500 $59,000 $0 $13,966 0 $0 $0
Chairman and Chief 1993 150,000 0 0 8,759 30,000 0 0
Executive Officer 1992 250,000 0 0 10,351 0 0 0
Francis J. Bagnell 1994 143,500 59,000 0 18,060 0 0 0
President and Chief 1993 150,000 0 0 8,759 20,000 0 0
Operating Officer(3) 1992 150,000 0 0 7,831 0 0 0
Michael L. Staines 1994 105,000 0 0 9,368 0 0 0
Sr. Vice President 1993 105,000 0 0 6,125 10,000 0 0
and Secretary 1992 102,917 0 0 5,373 0 0 0
</TABLE>
(1) Reflects shares awarded under the Company's Employee Stock
Ownership Plan, valued at the closing price of the Company's Common Stock at
September 30, of each year ($13.25 per share, $8.75 per share and $8.25 per
share for fiscal years 1994, 1993 and 1992, respectively) and assumed to be
fully vested.
-5-
<PAGE> 7
Messrs. Cohen, Bagnell and Staines were 80% vested as of September 30, 1994,
and (except for shares attributable to Mr. Bagnell; see note 3, below) will
vest an additional 20% in the next year.
(2) Options awarded include options for 17,500, 17,500 and 10,000
shares repriced during 1993 for Messrs. Cohen, Bagnell and Staines,
respectively. Total options held at September 30, 1994, for Messrs. Cohen,
Bagnell and Staines are 30,000, 20,000 and 10,000, respectively, of which 25%
were vested and exercisable as of such date. An additional 25% will vest on
April 20 of each year. With respect to Mr. Bagnell, see note 3, below.
(3) Subsequent to the Company's 1994 fiscal year end, Mr. Bagnell
died and his office as President was assumed by Mr. Cohen. The office of chief
operating officer remains vacant. As of the date of Mr. Bagnell's death, 50%
of his options were vested; the remaining options terminated upon his death.
See note (2), above.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES TABLE
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Options
Shares at Fiscal at Fiscal
Acquired Year End Year End
on Value Exercisable/ Exercisable/
Name Year Exercise Realized Unexercisable Unexercisable
---- ---- -------- -------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Edward E. Cohen 1994 0 $0 7,500/22,500 $35,400/$106,200
Chairman and Chief
Executive Officer
Francis J. Bagnell 1994 0 0 5,000/15,000 $27,500/$82,500
President and Chief
Operating Officer
Michael L. Staines 1994 0 0 2,500/7,500 $13,750/$41,250
Sr. Vice President
and Secretary
</TABLE>
No stock options were awarded to any directors, executive officers or
other employees of the Company during fiscal year 1994.
DIRECTORS
---------
Each director who does not serve as an officer of the Company is paid
a retainer of $500 per month. Each non-employee director who is a chairman of
a committee of the Board of Directors is paid an additional retainer of $500
per month. Each non-employee director who is a member of a committee of the
Board of Directors, but not its chairman, is paid $500 per meeting.
-6-
<PAGE> 8
A total of $52,500 was paid to five directors during 1994 for
attendance at Board and committee meetings.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Mr. Campbell is the sole stockholder of a firm which from time to time
provides management consulting services to the Company. The Company did not
utilize the services of such firm during fiscal 1994. Mr. Cohen is a principal
of Ledgewood Law Firm, P.C., a law firm which from time to time provides legal
services to the Company. Such firm was paid $464,000 during fiscal year 1994
for legal services, primarily related to the purchase of real estate mortgages
and the placement of an $8,000,000 senior secured note.
PROPOSAL TO
AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
TO EFFECT A DIVISION OF ITS
COMMON STOCK INTO TWO CLASSES
GENERAL
-------
The Board of Directors of the Company, on July 25, 1995, unanimously
adopted a resolution that approves, and submits to the stockholders for their
approval, a proposal that would amend the Certificate of Incorporation of the
Company to effect a division of the Company's Common Stock into two classes,
Class A Common Stock and Class B Common Stock. The Company's existing Common
Stock would be designated as Class A Common Stock.
Under the terms of the proposal, the Class A Common Stock and Class B
Common Stock will have the same relative rights and preferences and will vote
together in all matters except for the election of directors. In the election
of directors, each class will be entitled to elect that number of directors
equal to the proportion that the number of shares of such class outstanding on
the record date for the election bears to the aggregate number of shares of
Common Stock of both classes outstanding on such date, multiplied by the number
of directors to be elected; provided, however that, notwithstanding the
foregoing, the Class A Common Stock shall always be entitled to elect one more
director than the Class B Common Stock. Where the board of directors of the
Company is divided into classes of directors (which it is currently), the
positions of the directors electable by the Class B Common Stock (i) shall be
allocated equally among the classes of directors in inverse order of the
initially established dates of expiration of the terms of such classes and (ii)
if the number of directors electable by the Class B Common Stock is greater
than the number of classes of directors (but not evenly divisible
-7-
<PAGE> 9
thereby), then the positions of such directors shall be allocated equally among
the classes of directors until there remains a number of unallocated director
positions which is less than the number of classes, and such unallocated
director positions shall be allocated to classes as set forth in clause (i).
Allocations of director positions due to an increase in the number of directors
electable by the Class B Common Stock shall be made as if prior allocations
were made as part of the new allocation. Termination of director positions due
to a decrease in the number of directors electable by the Class B Common Stock
shall be done in inverse order of establishment of such positions or, if the
number of positions to be terminated is less than the number of positions
established at a particular time, then in inverse order of the dates of
termination of the class terms, and in all other cases by lot.
Class B Common Stock will automatically merge with Class A Common
Stock on the earlier to occur of (i) a change in control of the Company (as
such term is defined below); (ii) the effective date of an offering of either
class of Common Stock pursuant to a registration statement filed under the
Securities Act of 1933; (iii) a material monetary default under any loan
obligation of the Company; (iv) the later to occur of May 1, 2001 or four years
following exercise of one or more warrants pursuant to which Class B Common
Stock was issued (see, "Background and Reasons," below); (v) the death of
Edward E. Cohen, an officer, director and principal stockholder of the Company;
(vi) the disability of Mr. Cohen such that he is incapable of discharging his
duties as an officer of the Company; (vii) the resignation or removal of Mr.
Cohen as an officer and director of the Company; (viii) a reduction in the
aggregate number of shares of common stock of all classes held by Mr. Cohen in
either the Company or Bryn Mawr (see "Security Ownership of Certain Beneficial
Owners and Directors"), either beneficially or of record (excluding shares of
Common Stock held by the Company's Employee Stock Ownership Trust), to an
amount less than 75% of the amount currently held by him as of August 15, 1995
(provided that, for these purposes, shares transferred by Mr. Cohen to family
members or other affiliates shall be deemed to be held by Mr. Cohen); (ix) the
sale, transfer or other conveyance by Mr. Cohen of all or substantially all of
the aggregate voting rights in common stock in the Company and Bryn Mawr held
by him of record, or beneficially (with power to direct voting), to one or more
unaffiliated third parties for a period in excess of one year; or (x) the
filing by the Company of a petition under Chapters 7 or 11 of the United States
Bankruptcy Code. A change of control of the Company means (i) an acquisition
by any person (other than family members or other affiliates of Mr. Cohen) of
50% or more of the shares of Class A Common Stock without approval of a
majority of the incumbent board of directors, including a majority of the
directors elected by the Class A Common Stock;
-8-
<PAGE> 10
(ii) a change in the composition of a majority of the directors elected by the
Class A Common Stock from the composition on August 1, 1995 except changes
approved by a majority of directors comprising the incumbent board, including a
majority of the directors elected by the Class A Common Stock; and (iii)
acquisition of 50% or more of the voting securities of Bryn Mawr by any person
(other than family members or other affiliates of Mr. Cohen) without approval
of a majority of the incumbent board of directors of Bryn Mawr.
BACKGROUND AND REASONS
----------------------
The Company has heretofore entered into arrangements with PICO
pursuant to which PICO will provide first mortgage financing to owners of
properties on which the Company currently holds mortgages or as to which it may
acquire mortgages in the future. The maximum aggregate amount of new financing
to be provided by PICO is $10,000,000. Under the terms of the financing, the
proceeds to the property owners have been or will be used principally to reduce
the mortgage indebtedness held by the Company, with the unpaid balance being
subordinated to payment of debt service to PICO. In the event of a default in
the payment of debt service to PICO, PICO has the right to require the Company
to replace the defaulted debt with a performing loan of substantially the same
economic terms and principal balance.
In consideration for PICO's participation in these refinancings, the
Company committed to issue PICO warrants to purchase up to 150,000 shares of
Class B Common Stock in addition to warrants to purchase 200,000 shares of
Common Stock previously committed and issued to PICO in connection with PICO's
purchase from the Company of the Company's $8 million senior secured note and
purchase of a real estate mortgage. See note (b)(i) and (ii) to "Security
Ownership of Certain Beneficial Owners and Management." To date, of the
warrants to purchase 150,000 shares referred to above, warrants to purchase
84,465 shares have been issued. See note (b)(iii) and (iv) to "Security
Ownership of Certain Beneficial Owners and Management." The Company has
further agreed that the Common Stock issuable pursuant to PICO's warrants to
purchase 200,000 shares of Common Stock, referred to above, will be with
respect to Class B Common Stock. The Company at present has no authorized
Class B Common Stock, and the proposed amendment to the Company's Certificate
of Incorporation to authorize such shares will permit the Company to comply
with its undertaking.
PROPOSAL TO AMEND THE COMPANY'S
1989 KEY EMPLOYEE STOCK OPTION PLAN
GENERAL
-------
-9-
<PAGE> 11
The Board of Directors has unanimously approved the submission to the
stockholders of a proposal to amend the Plan to increase the number of shares
as to which options may be granted from 70,000 shares to 140,000 shares. Since
the 1989 adoption of the Plan, options have been granted with respect to all of
the 70,000 currently authorized shares. Accordingly, unless the number of
shares issuable under the Plan is increased (or a new plan authorized), the
Board will be unable to grant further options to key employees of the Company.
In approving submission to the stockholders of the proposed increase in the
number of shares subject to the Plan, the Board expressed its belief that the
grant of stock options to its key employees not only provides the Company with
an enhanced mechanism for compensating such employees on the basis of
individual and corporate performance, it also aligns the interest of key
employees more closely with the stockholders of the Company and is an incentive
for such employees to maximize shareholder value.
THE PLAN
--------
Under the Plan, 70,000 shares (140,000 shares assuming approval of the
proposal) (the "Shares") of Common Stock of the Company have been reserved and
are available at the discretion of the Compensation Committee (the "Committee")
of the Board for grants of Incentive Stock Options under Section 422A of the
Code, Non-Qualified Stock Options (collectively, the "Options") and Stock
Appreciate Rights ("SARs") to any employee (whether or not an executive officer
or director) of the Company whose initiative and effort, in the opinion of the
Committee, has contributed or may contribute to the Company's success.
From time to time, the Committee may designate from among the eligible
employees of the Company those persons to whom Options or SARs shall be
granted. The terms of the grant are fixed by the Committee in an agreement in
the form approved by the Committee. In the case of incentive stock options,
the option price shall not be less than one hundred percent (100%) of the fair
market value of the Shares on the day the option is granted; provided, however,
any incentive stock option granted to an eligible employee, who at the time of
the grant is deemed for purposes of Section 422A of the Code to own shares
possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company, shall be granted at an option price of at
least one hundred ten percent (110%) of the fair market value of such shares.
In the case of non-qualified stock options, the Committee may set the option
price as it deems appropriate. The term of an Option expires on a date fixed
by the Committee at the date of the grant, which in no event shall exceed ten
years. To the extent that the aggregate fair market value of stock with
respect to which incentive stock options are exercisable for the first time by
any individual during any
-10-
<PAGE> 12
calendar year exceeds $100,000, such options are required to be treated as
options which are not incentive stock options.
The Plan also gives the Committee the discretion to grant to optionees
SARs on such terms and conditions as it deems appropriate. An SAR will allow
an optionee to receive payment from the Company in an amount equal to the
excess of the aggregate fair market value of the shares under the option at the
time of exercise over the fair market value at the time of grant for the number
of shares designated by the Committee. Under the Plan, payment may be made or
provided for by the Committee through a grant of cash, shares, or a combination
of shares and cash.
The Plan may be amended, modified or terminated at any time by action
of the Committee and, by action of the Committee with the consent of the
optionee, any outstanding Option agreement may be amended, modified or
terminated. However, the Company may not, without further stockholder
approval, increase the total number of shares as to which Options may be
granted, change the class of employees to whom Options may be granted, or
materially increase the benefits accruing to participants under the Plan. By
its terms, the Plan will expire on October 31, 1999, but such expiration will
not affect Options then outstanding.
ANNUAL REPORT, REPORT ON FORM 10-QSB
AND REPORT ON FORM 10-KSB
Stockholders of record on August 18, 1995, and beneficial owners of
the Company's Common Stock on that date, may obtain from the Company, without
charge, a copy of the Company's most recent Annual Report to Shareholders and a
copy of the Company's Quarterly Report on Form 10-Q and Annual Report on Form
10-K filed with the Securities and Exchange Commission, exclusive of the
exhibits thereto, by a request therefor in writing. Such requests should be
directed to the Company at its Philadelphia address stated herein, and to the
attention of the Secretary. Beneficial owners shall include in their written
requests a good faith representation that they were beneficial owners of the
Company's Common Stock on August 18, 1995.
OTHER MATTERS
As of the date of this proxy statement, the Board does not intend to
present and has not been informed that any other person intends to present any
other matters for action at the special meeting. However, if other matters do
properly come before the meeting, it is the intention of the persons named as
proxies to vote upon them in accordance with their best judgment.
-11-
<PAGE> 13
Except as hereinabove stated, all shares represented by valid proxies
received will be voted in accordance with the provisions of the proxy.
By order of the Board of Directors,
Michael L. Staines, Secretary
September 5, 1995
-12-
<PAGE> 14
EXHIBIT A
---------
PROPOSED AMENDMENT TO
CERTIFICATE OF INCORPORATION
On July 25, 1995, the Board of Directors of Resource America, Inc.
(the "Company") unanimously adopted a resolution recommending the submission of
the following resolutions to the stockholders of the Company for their
approval:
"RESOLVED, that the first paragraph of Article IV ("ARTICLE
IV") of the Company's Certificate of Incorporation, as
heretofore amended (the "CERTIFICATE"), be further amended to
read in its entirety as follows:
"The total number of shares of capital stock which the
Corporation shall have authority to issue is four million five
hundred thousand (4,500,000), of which two million (2,000,000)
shall be shares of Class A Common Stock (hereinafter called
"Class A Common Stock"), with a par value of one cent ($.01)
per share, one million five hundred thousand (1,500,000) shall
be shares of Class B Common Stock (hereinafter called "Class B
Common Stock") (Class A Common Stock and Class B Common Stock
are hereinafter sometimes collectively called "Common Stock"),
with a par value of one cent ($.01) per share and one million
(1,000,000) shall be shares of Preferred Stock (hereinafter
call "Preferred Stock"), with a par value of one dollar
($1.00) per share."; and further
RESOLVED, that Article IV be further amended by adding the
following as a new subparagraph 1, with all subsequent
subparagraphs being renumbered accordingly:
"1. The rights, preferences and limitations of all of the
shares of Class A Common Stock and Class B Common Stock shall
be identical except for the following:
(i) Subject to subparagraph 1(ii), below, at all
shareholder's meetings for the election of directors, the
holders of Class A Common Stock, voting separately, shall be
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<PAGE> 15
entitled to elect a majority of the directors.
(ii) So long as there are any shares of Class A
Common Stock issued and outstanding, at all shareholders'
meeting for the election of directors, the holders of Class B
Common Stock, voting separately, shall be entitled to elect a
number of directors being one (1) less than the number of
directors elected by Class A Common Stock, provided, however,
if there are no shares of Class B Common Stock outstanding,
all directors shall be elected by the holders of Class A
Common Stock, provided further that if the number of shares of
Class A Common Stock issued and outstanding exceeds the number
of shares of Class B Common Stock issued and outstanding, the
number of directors which the holders of Class B Common Stock
are entitled to elect hereunder (subject, however to the
limitation first above stated in this subparagraph 1(ii))
shall be equal to the total number of all directors multiplied
by the ratio of outstanding shares of Class B Common Stock to
the total number of outstanding shares of Common Stock of both
classes, with such product rounded down to the nearest whole
number.
(iii) Where the board of directors of the
Corporation is divided into classes of directors, the
positions of the directors electable by the Class B Common
Stock (a) shall be allocated equally among the classes of
directors in inverse order of the initially established dates
of expiration of terms of such classes and (b) if the number
of directors electable by the Class B Common Stock is greater
than the number of classes of directors (but not evenly
divisible thereby), then the positions of such directors shall
be allocated equally among the classes of directors until
there remains a number of unallocated director positions which
is less than the number of classes, and such unallocated
director positions shall be allocated to classes as set forth
in clause (a). Allocations of director positions due to an
increase in the number of directors electable by the Class B
Common Stock shall
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<PAGE> 16
be made as if prior allocations were made as part of the new
allocation. Termination of director positions due to a
decrease in the number of directors electable by the Class B
Common Stock shall be done in inverse order of establishment
of such positions or, if the number of positions to be
terminated is less than the number of positions established at
a particular time, then in inverse order of the dates of
termination of the class terms, and in all other cases by lot.
(iv) The shares of Class B Common Stock will be
automatically converted into Class A Common Stock upon the
first to occur of the following events: (A) a Change in
Control (as such term is hereinafter defined) of the
Corporation; (B) the date on which the Securities and Exchange
Commission declares effective a registration statement filed
by the Company under the Securities Act of 1933, as amended
(the "1933 Act") with respect to the offer and sale of either
class of Common Stock, except for a registration statement on
Form S-8 (relating to an offering of securities pursuant to
employee benefit plans); (C) a material monetary default by
the Company under any of its loan obligations; (D) the later
to occur of May 1, 2001 or four years following exercise of
one or more Warrants (as such term is defined below); (E) the
death of Edward E. Cohen ("Cohen"), (F) the disability of
Cohen such that he is incapable of discharging his duties as
an officer of the Company provided that such disability shall
operate continuously for a period of not less than one hundred
eighty (180) days; (G) the resignation or removal of Cohen as
an officer and director of the Company; (H) a reduction in the
aggregate number of shares of Common Stock of all classes held
by Cohen directly or indirectly to an amount less than 75% of
the amount held by him as of August 15, 1995 (provided that,
for these purposes, shares transferred by Cohen to his spouse
or their children, or to entities of which fifty percent (50%)
or more of the equity or beneficial interest is owned by one
or more of Cohen, his spouse or their children ("Family
Members") or to other affiliates as
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<PAGE> 17
such term is defined under the 1933 Act shall be deemed to be held by
Cohen); (I) the sale, transfer or other conveyance by Cohen of all or
substantially all of the aggregate voting rights in common stock in
the Corporation and Bryn Mawr Resources, Inc. ("Bryn Mawr") held by
him of record, or beneficially (with power to direct voting), to one
or more unaffiliated third parties for a period in excess of one year;
or (I) the filing by the Corporation of a petition under Chapters 7 or
11 of the United States Bankruptcy Code. For purposes of this
subparagraph 1(iii), a Change of Control of the Corporation means (X)
an acquisition by any person (other than Family Members or other
affiliates of Cohen) of 50% or more of the shares of Class A Common
Stock without approval of a majority of the incumbent board of
directors of the Corporation, including a majority of the directors
elected by the Class A Common Stock; (Y) a change in the composition
of a majority of the directors elected by the Class A Common Stock
from the composition on August 1, 1995 except changes approved by a
majority of directors comprising the incumbent board, including a
majority of the directors elected by the Class A Common Stock; and (Z)
acquisition of 50% or more of the voting securities of Bryn Mawr by
any person (other than Family Members or affiliates of Cohen) without
approval of a majority of the then incumbent board of directors of
Bryn Mawr. For purposes of clause (H) of this subparagraph 1(iii),
Cohen shall be deemed to hold, directly or indirectly, shares of
Common Stock held by Bryn Mawr, B&C Investments, Inc. (B&C") (or their
successors in interest) or other entities in which he, either by
himself or in combination with or through Family Members or
affiliates, owns fifty percent (50%) or more of the equity of
beneficial interest; provided, however, that Cohen's indirect interest
in shares of Common Stock held by Bryn Mawr or B&C shall be
proportionate to his equity interest in Bryn Mawr and B&C. For
purposes of clause (C) of this subparagraph 1(iii), Warrants shall
mean those warrants for the purchase of up to 350,000 shares of the
Corporation's Class B
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<PAGE> 18
Common Stock issued or issuable to Physician's Insurance
Company of Ohio as of August 1, 1995, and such other warrants
as the Board of Directors shall determine by majority vote.
(v) At such time as all Class B Common Stock shall
have been converted to Class A Common Stock, no additional
Class B Common Stock shall be issued and all Class A Common
Stock shall become common stock of the Corporation without
further designation and all provisions herein relating
separately to Class B Common Stock shall have no further force
and effect;" and further
RESOLVED, that Article IV be further amended by adding in
subparagraph 6 (formerly designated subparagraph 5) at the
beginning thereof, the phrase "Subject to subparagraph 1,
above,"; and further
RESOLVED, that the officers of the Corporation be, and they
hereby are, authorized and directed to do any and all things,
and execute, deliver or file any and all agreements,
certificates and other documents as shall be necessary,
convenient or appropriate to carry out the intent of the
foregoing resolutions.
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<PAGE> 19
RESOURCE AMERICA, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
P
COMPANY FOR THE SPECIAL MEETING OF STOCKHOLDERS SEPTEMBER 28,
1995
R
The undersigned hereby constitutes and appoints Edward E. Cohen and
Michael L. Staines, or either of them, his true and lawful attorney
and Proxy with full power of substitution in each, to vote all shares
O of the Company which the undersigned would be entitled to vote if
personally present at the special meeting of stockholders of the
Company, to be held at the executive offices of the Company at 1521
Locust Street, Philadelphia, Pennsylvania, at 9:00 a.m. on Thursday,
X September 28, 1995, and at any adjournments or postponements thereof,
provided that said attorneys and Proxies are authorized and directed
to vote as indicated on the reverse side hereof with respect to item
1 and 2, below, and otherwise as indicated in item 3, below.
Y
<TABLE>
<S> <C>
1. Proposal to amend the Company's Certificate of Incorporation to effect (change of address)
a division of the Company's Common Stock into Class A Common Stock and ___________________________________________
Class B Common Stock, with currently outstanding Common Stock being ___________________________________________
designated as Class A Common Stock. ___________________________________________
2. Proposal to amend the Company's existing 1989 Key Employee Stock ___________________________________________
Option Plan to increase the number of shares reserved for issuance (If you have written in the above space,
thereunder to 140,000 shares. please mark the corresponding box on the
3. In their discretion, the Proxies are authorized to vote upon such reverse side of this card.)
other business as may properly come before the meeting or any
adjournment thereof. SEE REVERSE
SIDE
</TABLE>
THIS PROXY, WHEN PROPERLY EXECUTED ON THE REVERSE SIDE, WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF
PROPOSAL 1 AND PROPOSAL 2.
<PAGE> 20
<TABLE>
<S> <C>
X PLEASE MARK YOUR SHARES IN YOUR NAME
VOTES AS IN THIS
EXAMPLE.
FOR AGAINST ABSTAIN
1. Division of Common Stock into Class A / / / / / /
Common Stock and Class B Common Stock
2. Amend Stock Option Plan / / / / / /
to increase shares reserved to 140,000
FOR AGAINST ABSTAIN
3. Other business as may properly come before / / / / / /
the meeting or any adjournment thereof
</TABLE>
Change
of / /
Address
Attend / /
Meeting
SIGNATURE(S)____________________________________________ DATE__________
SIGNATURE(S)____________________________________________ DATE__________
NOTE: Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or
other authorized officer. If a partnership, please sign in
partnership name by authorized person.
