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