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:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
___________________________RESOURCE AMERICA, INC.________________________
(Name of Registrant as Specified In Its Charter)
__________________________MICHAEL L. STAINES, SECRETARY__________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined);
________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________
5) Total fee paid:
________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________
3) Filing Party:
________________________________________________________
4) Date Filed:
________________________________________________________
<PAGE>
RESOURCE AMERICA, INC.
1521 Locust Street Philadelphia, PA 19102
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 12, 1996
To the Stockholders of RESOURCE AMERICA, INC.:
Notice is hereby given that the annual meeting of stockholders of RESOURCE
AMERICA, INC., a Delaware corporation (the "Company"), will be held at 1521
Locust Street, Philadelphia, Pennsylvania, on March 12, 1996, at 9:00 A.M.,
Philadelphia time, for the following purposes:
1. To elect two directors to serve until the annual meeting of
stockholders in 1999.
2. To transact such other business as may properly be brought before
the meeting and any adjournments thereof.
Only stockholders of record on the books of the Company at the close of
business on January 22, 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, 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
January 29, 1996
<PAGE>
RESOURCE AMERICA, INC.
1521 Locust Street Philadelphia, PA 19102
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
GENERAL
INTRODUCTION
The annual meeting of stockholders of Resource America, Inc. (the
"Company") will be held on March 12, 1996, at 9:00 A.M., Philadelphia time,
at 1521 Locust Street, Philadelphia, Pennsylvania, 19102 for the purposes set
forth in the accompanying notice. Only stockholders of record at the close of
business on January 22, 1996, will be entitled to notice of and to vote at
such meeting.
This statement is furnished in connection with the solicitation by the
Board of Directors of the Company of proxies from holders of its 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 January 29, 1996, to stockholders of record as of January 22,
1996.
REVOCATION OF PROXY
If a proxy in the accompanying form is executed and returned, it may
nevertheless be revoked at any time prior to its exercise by giving written
notice of revocation to the Secretary of the Company at its Philadelphia
address stated herein, by submitting a later dated proxy, or by attending the
meeting and voting in person.
EXPENSES AND MANNER OF SOLICITATION
The cost of soliciting proxies, which is not expected to exceed $15,000,
will be borne by the Company. In addition to the use of the mails, proxies
may be solicited by personal interview, telephone, and telegraph, and by
directors, officers, and regular employees of the Company, without special
compensation therefor. The Company expects to reimburse banks, brokers, and
other persons for their reasonable out-of-pocket expenses in handling proxy
materials for beneficial owners of the Company's Common Stock.
<PAGE>
VOTING AT THE MEETING
The Company has two classes of Common Stock currently authorized, Class
A Common Stock and Class B Common Stock. As of the close of business on
January 22, 1996, the date of record, there were outstanding 664,636 shares
of Class A Common Stock and no shares of Class B Common Stock. (References in
this proxy statement to "Common Stock" are to the Class A Common Stock.) At
the annual 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 represented at the meeting, in person or by
proxy, will be necessary for the election of directors and for the approval
of all other business properly brought before the meeting.
Abstentions may be specified on the election of each of the nominated
directors and on any other properly presented business and will be considered
present for purposes of determining the presence of a quorum. Abstentions,
including broker non-votes, with respect to shares present at the meeting in
person or by proxy will have no effect on the election of directors or on any
business properly brought before the meeting.
DIRECTORS AND EXECUTIVE OFFICERS
The By-Laws of the Company provide that the number of Directors shall be
fixed by resolution of the Board of Directors, provided that there shall be
a minimum of five and a maximum of fifteen directors. Pursuant to action
taken by the Board of Directors during fiscal year 1995 upon the death of
Director Francis J. Bagnell, the number of directors of the Company has been
reduced from eight to seven. The Board of Directors is divided into three
classes with directors in each class serving three-year terms. The terms of
directors in the Class of 1996 expire at the annual meeting of stockholders
to be held in 1996. The Nominating Committee of the Board of Directors has
nominated Carlos C. Campbell and Edward E. Cohen for re-election as the Class
of 1999.
<PAGE>
It is the intention of the persons named in the enclosed proxy in the
absence of a contrary direction, to vote for Messrs. Campbell and Cohen, as
directors of the Company in the Class of 1999, for three-year terms expiring
at the 1999 annual meeting of stockholders, or until their successors are
elected or appointed. Should any nominee become unable or refuse to accept
nomination or election as directors in the Class of 1999, it is intended that
the persons named as proxies will vote for the election of such other person
as the Nominating Committee of the Board of Directors may recommend. The
Board of Directors knows of no reason why any of the nominees might be unable
or refuse to accept nomination or election. Information is set forth below
regarding the principal occupation of each nominee and each of the other
directors of the Company. There are no family relationships among the
nominees, directors and executive officers of the Company.
Year in
Which
Service Term to expire
as at
Names of Directors, Principal Director Annual
Occupation, and Other Information Began Meeting
- -----------------------------------------------------------------------------
Nominees whose terms will expire in 1999 are:
CARLOS C. CAMPBELL, 58, President of C.C.
Campbell and Company (a management consulting
firm). Vice Chairman of the Board of Directors
of Computer Dynamics, Inc. (a computer
services corporation) since 1992. Director of
Sensys, Inc. (a telecommunication/asset
management corporation) since 1994. 1990 1996
EDWARD E. COHEN, 56, Chairman of the Board
since 1990, Chief Executive Officer since
1988 and President since 1995, of the
Company. Chairman of the Board and director
of Bryn Mawr Resources, Inc. Director and
Chairman of the Executive Committee of
JeffBanks, Inc. (a bank holding company).
Principal of Ledgewood Law Firm, P.C.
from 1991 to 1994 (a). 1988 1996
(a) Bryn Mawr Resources, Inc. is a privately owned company which holds
31.25% of the Company's Common Stock. See "Security Ownership of Certain
Beneficial Owners and Management."
<PAGE>
Year in
Which
Service Term to expire
as at
Names of Directors, Principal Director Annual
Occupation, and Other Information Began Meeting
- ------------------------------------------------------------------------------
Persons other than current nominees who serve for the terms indicated:
JOHN R. HART, 36, Chief Executive Officer
of Quaker Holdings, Ltd. (an investment
firm) since 1991. President and Director
of Physicians Insurance Company of Ohio
since 1995 and 1993, respectively. Principal
of Detweiler, Ryan, & Co., Inc. (an
investment firm) from 1984 to 1991. 1994 1998
ANDREW M. LUBIN, 49, President, Delaware
Financial Group, Inc. (a private investment
firm) since 1984. 1994 1998
ALAN D. SCHREIBER, MD, 53, Founder and
Chief Scientific Officer of CorBec
Pharmaceuticals, Inc. since 1993. Professor
of Medicine and Assistant Dean for
Research and Research Training at the
University of Pennsylvania School of
Medicine since 1973. 1994 1998
MICHAEL L. STAINES, 46, Senior Vice
President and Secretary of the Company
since 1989. 1989 1997
JOHN S. WHITE, 55, Chairman of the Board and
Chief Executive Officer of DCC Securities
Corporation (a securities brokerage firm)
since 1990. 1993 1997
<PAGE>
Names of Other Executive Officers, Principal Occupation, and Other
Information
FREDDIE M. KOTEK, 39, Senior Vice President of the Company since 1995.
Executive Vice President of Resource Properties, Inc. (a wholly owned
subsidiary of the Company) since 1993. First Vice President of Royal
Alliance Associates from 1991 to 1993. Senior Vice President and
Chief Financial Officer of Paine Webber Properties from 1990 to 1991.
NANCY J. MCGURK, 40, Vice President - Finance of the Company since 1992.
Treasurer and Chief Accounting Officer of the Company since 1989.
SCOTT F. SCHAEFFER, 33, Senior Vice President of the Company since 1995. Vice
President - Real Estate of the Company and President of Resource
Properties, Inc. (a wholly owned subsidiary of the Company) since
1992. Vice President of the Dover Group, Ltd. (a real estate
investment company) from 1985 to 1992.
JEFFREY C. SIMMONS, 38, Vice President - Exploration and Production of the
Company since 1994. Director of Well Services of the Company from
1988 to 1994.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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 and nominees, (c) each of
the Company's executive officers, and (d) all of the Company's present
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. To the Company's knowledge, all transactions in the Company's Common
Stock or its derivatives by the Company's directors, officers and 10% owners
during the Company's last fiscal year were reported promptly and correctly.
<TABLE>
<CAPTION>
Class A Common Stock Class B Common Stock
Amount Percent of Amount Percent of
Beneficial Owner Owned<F1> Class Owned<F1> Class
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bryn Mawr Resources, Inc. 207,701<F2> 31.25% 0 0%
1521 Locust Street
Philadelphia, PA 19102
J. W. Straker Trust 62,722 9.44% 0 0%
4120 Harbour Oaks Court
Bonita Bay
Bonita Springs, FL 33923
Resource America 1989
Employee Stock 46,519<F3> 7.00% 0 0%
Ownership Trust
2876 South Arlington Road
Akron, OH 44312
Physicians Insurance
Company of Ohio 0 .00 284,465<F4> 100%
13515 Yarmouth Drive N. W.
Pickerington, OH 43147
<PAGE>
Class A Common Stock
Class B Common Stock
Amount Percent of Amount Percent of
Beneficial Owner Owned<F1> Class Owned<F1> Class
- --------------------------------------------------------------------------------------
Directors and Nominees
- --------------------------------------------------------------------------------------
Edward E. Cohen 237,526<F2><F3> 34.95% 0 0%
<F6><F7>
Michael L. Staines 9,055<F6><F7> 1.35% 0 0%
<F8>
Carlos C. Campbell 10 .00 0 0%
John R. Hart 0 .00 284,465<F4> 100%
Andrew M. Lubin 100 .00 0 0%
Alan D. Schreiber, M. D. 1,200 .18% 0 0%
John S. White 0 .00 0 0%
Executive Officers
- --------------------------------------------------------------------------------------
Freddie M. Kotek 944<F7> .14% 0 0%
Nancy J. McGurk 5,097<F6><F7> .77% 0 0%
<F5>
Scott F. Schaeffer 6,617<F6><F7> .99% 0 0%
Jeffrey C. Simmons 2,945<F5><F7> .44% 0 0%
All present officers
and directors as a group 263,494<F2><F3> 38.15% 284,465 100%
<F4><F5>
(11 persons) <F7><F8>
<F8>
<FN>
<F1>
A Special Meeting of Stockholders was held on October 16, 1995 at
which the Company's Certificate of Incorporation was amended to provide for an
authorized capital structure to consist 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. At January 22, 1996 there were 664,636 shares of Class A Common
Stock outstanding, no shares of Class B Common Stock and no shares of Preferred
Stock outstanding. A portion of Class B Common Stock is currently reserved for
issuance upon the exercise of certain warrants previously issued to Physicians
Insurance Company of Ohio (see note (d)). Share ownership is as of January 22,
1996.
<F2>
Includes the 207,701 shares of 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
Common Stock. Mr. Cohen is an officer, director and principal shareholder of
Bryn Mawr.
<F3>
Of the 46,519 shares held in the name of the Resource America, Inc.
1989 Employee Stock Ownership Trust, 37,949 have been allocated to the accounts
of eligible employees. The Trustee of the Trust, Mr. Cohen, has voting power for
the 8,570 shares which have not been allocated to the accounts of eligible
employees and for all shares allocated to the accounts of eligible employees
which have not been voted by such employees. Accordingly, only such unallocated
shares held by the Trust and such shares allocated to Mr. Cohen's account are
included in the share amount for Mr. Cohen. See note (g).
<F4>
Physicians Insurance Company of Ohio ("PICO") acquired warrants to
purchase 284,465 shares of Common Stock of the Company in four 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 $11.75 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.
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 100% of the Company's Class B Common Stock. Each of
the four Warrant Agreements represented by the above referenced transactions,
have been amended to reflect PICO's agreement that exercise of such warrants
shall be into shares of the Company's Class B Common Stock. Mr. Hart is an
officer and director of PICO and, accordingly, has shared power with the other
directors of PICO (Herman I. Abramowitz, Craig W. Anderson, Donavin A.
Baumgartner, Jr., Robert R. Broadbent, S. Walter Foulkrod, III, Ronald Langley,
S.Baird Pfahl, Jr., Richard D. Rupert, John D. Weil and Gary H. Weiss) to vote
and dispose of any shares acquired by PICO by exercise of the foregoing
warrants.
<F5>
Includes shares allocated under the Resource Exploration, Inc.
Employee Savings Plan in the amount of: Ms. McGurk - 1,452 shares and
Mr. Simmons - 756 shares, as to which each has voting power.
<F6>
Includes shares issuable on exercise of options granted in 1993 under
the 1989 Key Employee Stock Option 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").
<F7>
Includes shares allocated under the 1989 Employee Stock Ownership
Trust in the amounts of: Mr. Cohen - 6,255 shares; Mr. Staines - 4,055
shares; Mr. Schaeffer - 1,617 shares; Mr. Kotek - 944 shares;
Ms. McGurk - 2,645 shares and Mr. Simmons - 2,139 shares.
<F8>
Includes 2,000 shares issuable on exercise of options granted to Mr.
Staines in 1993 under the 1984 Key Employee Stock Option Plan.
</FN>
</TABLE>
<PAGE>
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
Restricted Securities
Stock Underlying LTIP All
Name and Principal Position Year Salary Bonus Other Award<F2> Options<F3> Payouts Other
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward E. Cohen 1995 $210,000 $130,000 $0 $19,824 # 0 $0 $ 0
Chairman & Chief 1994 97,500 59,000 0 13,966 0 0 0
Executive Officer 1993 150,000 0 0 8,759 30,000 0 0
Francis J. Bagnell<F1> 1995 150,000 70,000 0 19,824 0 0
President & Chief 1994 143,500 59,000 0 18,060 0 0 0
Operating Officer 1993 150,000 0 0 8,759 20,000 0 0
Freddie M. Kotek 1995 145,000 45,000 0 19,824 0 0 3,760
Senior Vice President
Scott F. Schaeffer 1995 145,000 45,000 0 19,824 0 0 3,058
Senior Vice President
Michael L. Staines 1995 112,500 7,500 0 16,023 0 0 0
Senior Vice President & 1994 105,000 0 0 9,368 0 0 0
Secretary 1993 105,000 0 0 6,125 10,000 0 0
<FN>
<F1>
Mr. Bagnell died in July 1995.
<F2>
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 ($21.00 per share, $13.75 per share, and $8.75 per share for fiscal
years 1995, 1994, and 1993, respectively) and assumed to be fully vested. Messrs.
Cohen, Bagnell, and Staines were 100% vested as of September 30, 1995. Shares
awarded to Messrs. Schaeffer and Kotek are vested 20% and 0%, respectively, and
will vest an additional 20% in the next year.
<F3>
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, 1995, for Messrs. Cohen, Bagnell, Schaeffer and
Staines are 30,000, 20,000, 10,000 and 10,000, respectively. All options held by
Mr. Schaeffer were issued during 1993.
</FN>
</TABLE>
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised in-the-Money
Options at Options at
Shares FY-End FY-End
Acquired Value Exercisable/ Exercisable/
Name and Principal Position Year on Exercise Realized Unexercisable Unexercisable<F1>
<S> <C> <C> <C> <C> <C>
Edward E. Cohen 1995 #0 $0 #15,000/15,000 $187,050/187,050
Chairman & Chief
Executive Officer
Francis J. Bagnell (2) 1995 0 0 10,000/10,000 132,500/132,500
President & Chief
Operating Officer
Scott F. Schaeffer 1995 0 0 5,000/5,000 66,250/66,250
Senior Vice President
Michael L. Staines 1995 0 0 5,000/5,000 66,250/66,250
Senior Vice President &
Secretary
<FN>
<F1>
Value is calculated by subtracting the total exercise price from the
fair market value of the securities underlying the options at September 30, 1995.
<F2>
Mr. Bagnell died in July 1995. Such options were held by his estate at
September 30, 1995 and, in accordance with the terms of the original Grant of
Options, were exercised prior to their January 24, 1996 date of expiration.
</FN>
</TABLE>
No stock options were awarded to any directors, executive officers, or
other employees of the Company during fiscal year 1995.
<PAGE>
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. A total of $60,500
was paid to five directors during fiscal 1995 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 this firm during fiscal 1995 or fiscal 1994. Mr. Cohen
is of counsel to Ledgewood Law Firm, P.C., a law firm which from time to time
provides legal services to the Company. Such firm was paid $562,000 during
fiscal year 1995 for legal services, primarily related to the purchase and
restructuring of real estate mortgages. Such firm was paid $464,000 during
fiscal year 1994, at which time Mr. Cohen was a principal of such firm, for
legal services primarily related to the purchase of real estate mortgages and
the placement of an $8,000,000 senior secured note.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES
The Board of Directors held a total of five meetings during fiscal 1995.
Each of the directors attended at least 75% of all meetings of the Board and at
least 75% of all meetings of committees for which they were eligible during
fiscal 1995. On July 10, 1995, Francis J. "Reds" Bagnell, the President, Chief
Operating Officer and director of the Company died. On July 25, 1995, the Board
of Directors voted to reduce the size of the Board to seven (7) directors by
fixing the Class of 1996, 1997 and 1998 at two, two and three directors,
respectively.
Standing committees of the Board of Directors are the Audit Committee,
Compensation Committee, Investment Committee, and Nominating Committee.
The Audit Committee reviews the scope and effectiveness of audits by the
independent accountants and the Company's internal auditor, selects and
recommends to the Board of Directors the engagement of independent accountants,
and reviews the adequacy of the Company's internal controls. The Committee held
one meeting during fiscal 1995. Members of the Committee are Messrs. Lubin, Hart
and Schreiber.
The Compensation Committee establishes and monitors compensation levels for
officers of the Company, and administers the Company's 1989 Key Employee Stock
Option Plan. The Committee held two meetings during fiscal 1995. Members of the
Committee are Messrs. Campbell, Schreiber and White.
The Investment Committee reviews all current management investment
practices and evaluates and monitors all existing
<PAGE>
and proposed Company investments. The Committee held six meetings during fiscal
1995. Members of the Committee are Messrs. White, Campbell and Hart.
The Nominating Committee recommends persons for nomination as Directors of
the Company. The Committee held three meetings during fiscal 1995. The Committee
will consider nominees recommended by security holders for the 1997 annual
meeting if submitted in writing to the Secretary of the Company prior to October
1, 1996. Members of the Committee are Messrs. Lubin and Cohen.
ANNUAL REPORT AND REPORT ON FORM 10-KSB
The Company's 1995 Annual Report to Stockholders including the financial
statements for the year ended September 30, 1995, is being sent to stockholders
of record as of January 22, 1996 with this proxy statement. STOCKHOLDERS OF
RECORD AS OF JANUARY 22, 1996, AND BENEFICIAL OWNERS OF THE COMPANY'S
COMMON STOCK ON THAT DATE, MAY OBTAIN FROM THE COMPANY, WITHOUT,
A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-KSB
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 JANUARY 22, 1996.
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 annual 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 judgement.
Except as hereinabove stated, all shares represented by valid proxies
received will be voted in accordance with the provisions of the proxy.
Upon the recommendation of the Audit Committee, approved by the Board of
Directors, Grant Thornton LLP served as the Company's independent auditors
during fiscal 1995 and 1994. It is not anticipated that a representative of
Grant Thornton LLP will be present at the annual meeting. The Board of Directors
anticipates that Grant Thornton LLP will be re-appointed as the Company's
independent auditors for fiscal 1996 during the June 1996 regular meeting of the
Board of Directors.
<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
January 29, 1996
<PAGE>
P RESOURCE AMERICA, INC.
Proxy Solicited on Behalf of the Board of Directors of
the Company for the Annual Meeting of Stockholders March 12, 1996
R
The undersigned hereby constitutes and appoints Michael L. Staines and
Andrew M. Lubin, or either of them, his true and lawful agents and Proxies
O with full power of substitution in each. The undersigned authorizes Messrs.
Staines and Lubin, or either of them, to represent the undersigned at the
annual meeting of stockholders of the Company to be held at the executive
X offices of the Company at 1521 Locust Street, Philadelphia, Pennsylvania,
on Tuesday, March 12, 1996, for shares held at record as of January 22,
1996, and at any adjournments thereof, on all matters coming before said
Y meeting.
<TABLE>
<S> <C>
(change of address)
1. Election of Carlos C. Campbell as Director
-------------------
2. Election of Edward E. Cohen as Director
-------------------
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting or any -------------------
adjournment thereof.
-------------------
(If you have written in the above space, please mark the
corresponding box on the reverse side of this card.)
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 the election of each of the Nominees.
<PAGE>
X Please mark your SHARES IN YOUR NAME
vote as in this
example
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<C> <C> <C> <C>
1. Election of Carlos C. Campbell as Director / / / / / /
2. Election of Edward E. Cohen as Director / / / / / /
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.
