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REGISTRATION NO. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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RESOURCE AMERICA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
679
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION CODE NUMBER)
72-0654145
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
1521 Locust Street, Fourth Floor, Philadelphia, PA 19102 (215) 546-5005
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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MICHAEL L. STAINES, SENIOR VICE PRESIDENT
Resource America, Inc.
1521 Locust Street, Fourth Floor
Philadelphia, PA 19102
(215) 546-5005
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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WITH COPIES TO:
J. BAUR WHITTLESEY, ESQUIRE
Ledgewood Law Firm, P.C.
1521 Locust Street, Suite 800
Philadelphia, PA 19102
LEE MEYERSON, ESQUIRE
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [x] File No. 333-13905
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
Title of Each Class Proposed Maximum Amount of
of Securities to be Aggregate Offering Registration
Registered Price(1) Fee
<S> <C> <C>
Common Stock par
value $.01 per
share................................... $3,328,000 $1,009
<FN>
(1) Estimated solely for the purposes of calculating the amount of the
registration fee.
</TABLE>
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Incorporation By Reference of Registration Statement on Form S-1, File No.
333-13905
Resource America, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1 (File No. 333-13905) declared effective on November 26,
1996 by the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania, on November 26, 1996.
Resource America, Inc.
By: /s/ Edward E. Cohen
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Edward E. Cohen, Chairman of the
Board of Directors, Chief
Executive Officer and President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on November 26, 1996.
/s/ Edward E. Cohen
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EDWARD E. COHEN, Chairman of the
Board of Directors, Chief Executive
Officer, President and Director
(Chief Executive Officer)
/s/ Carlos C. Campbell
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CARLOS C. CAMPBELL, Director
/s/ John R. Hart
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JOHN R. HART, Director
/s/ Andrew M. Lubin
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ANDREW M. LUBIN, Director
/s/ Alan D. Schreiber
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ALAN D. SCHREIBER, M.D., Director
/s/ Michael L. Staines
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MICHAEL L. STAINES,
Senior Vice President, Secretary
and Director
/s/ John S. White
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JOHN S. WHITE, Director
/s/ Nancy J. McGurk
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NANCY J. MCGURK, Vice
President - Finance
(Chief Accounting Officer)
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EXHIBIT INDEX
EXHIBITS DESCRIPTION
5 Opinion of Ledgewood Law Firm, P.C.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Ledgewood Law Firm, P.C. (included in exhibit 5)
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Exhibit 5
November 26, 1996
Resource America, Inc.
1521 Locust Street
Philadelphia, PA 19102
Gentlemen/Ladies:
We have acted as counsel to Resource America, Inc. ("RAI") in connection
with the preparation and filing by RAI of a registration statement (the
"Abbreviated Registration Statement") on Form S-1 under the Securities Act of
1933, as amended (the "Act"), with respect to the offer and sale of up to
256,000 shares of the common stock of RAI, par value $.01 per share (the "Common
Stock"). The Abbreviated Registration Statement relates to RAI's registration
statement on Form S-1 (File No. 333-13905) and covers additional shares of
Common Stock to be sold by RAI.
In our capacity as such counsel, we have familiarized ourselves with the
actions taken by RAI in connection with the registration of the Common Stock. We
have examined the originals or certified copies of such records, agreements,
certificates of public officials and others, and such other documents, including
the Abbreviated Registration Statement and the exhibits thereto, as we have
deemed relevant and necessary as a basis for the opinions hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures on original documents and the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
copies submitted to us as conformed or photostatic copies, and the authenticity
of the originals of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that when
issued as contemplated by the Registration Statement, the Common Stock will be
validly issued, fully paid and non-assessable.
We consent to the references to this opinion and to Ledgewood Law Firm,
P.C. in the Abbreviated Registration Statement, and to the inclusion of this
opinion as an exhibit to the Abbreviated Registration Statement.
Very truly yours,
LEDGEWOOD LAW FIRM, P.C.
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EXHIBIT 23(a)
CONSENT OF GRANT THORNTON LLP
We have issued our reports dated October 25, 1996, accompanying the financial
statements and schedules of Resource America, Inc. and subsidiaries contained
in the Registration Statement and Prospectus. We consent to the use of the
aforementioned reports in the Registration Statement and Prospectus, and to the
use of our name as it appears under the caption "Experts."
/s/ Grant Thornton
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Cleveland, Ohio
November 26, 1996
