UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 24, 1997
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Resource America, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-4408 72-0654145
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(State or other jurisdiction (Commission (IRS Employer
incorporation) File Number) Identification No.)
1521 Locust Street, Philadelphia, Pennyslvania 19102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 546-5005
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Item 5. Other Events.
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Commencement of Private Placement of Senior Notes. On June 24, 1997,
registrant commenced a private placement of $75 million of Senior Notes due
2004. It is anticipated that the offering will close on or about July 15,
1997. A copy of registrant's press release issued pursuant to Rule 135c is
annexed hereto as Exhibit 99 and incorporated herein by reference.
Certain Information Regarding Equipment Leasing Operations. For the
period April 1, 1997 through May 31, 1997, the Company received 1522 lease
proposals, involving equipment with an aggregate cost of $19.1 million,
approved 929 such proposals involving equipment with an aggregate cost of $9.7
million, entered into 570 transactions involving equipment with an aggregate
cost of $5.8 million and, at May 31, 1997, had 825 such proposals pending
involving equipment with an aggregate cost of $8.1 million.
Exercise of Warrants. Physicians Insurance Company of Ohio ("PICO") has
indicated to the Company that, following the repayment by the Company of the
$8.0 million Senior Note held by PICO, as proposed from the proceeds of the
private offering, it intends to exercise its outstanding warrants to purchase
983,150 shares of the Company's Common Stock for a purchase price of $3.66
million. There can, however, be no assurance that PICO will exercise any
or all of its warrants, or as to the timing of any such exercise.
Item 7. Financial Statements and Exhibits.
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c) Exhibits
99. Press release pursuant to Rule 135c under the Securities Act of
1933.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RESOURCE AMERICA, INC.
(Registrant)
Dated: June 24, 1997 By: /s/ Nancy J. McGurk
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Nancy J. McGurk
Vice President - Finance and Treasurer
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Exhibit 99
FOR IMMEDIATE RELEASE
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Contact: Michael L. Staines
Sr. Vice President
Resource America, Inc.
1521 Locust Street - 4th Floor
Philadelphia, PA 19102
(215) 546-5005 : (215) 546-5388 (facsimile)
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RESOURCE AMERICA, INC.
ANNOUNCES OFFERING OF $75 MILLION
OF ITS SENIOR NOTES
Philadelphia, PA., June 24, 1997 - Resource America, Inc. (NASDAQ:REXI) (the
"Company") today announced that it had commenced a private offering of $75
million of its Senior Notes, due 2004. The offering will be made only to
qualified institutional buyers and selected accredited investors (as these
terms are defined in Rule 144A and Rule 501 (a), respectively, under the
Securities Act of 1933).
The Senior Notes will be senior general unsecured obligations of the
Company of equal ranking with or (with respect to obligations specifically
subordinated to the Senior Notes) senior to the Company's general unsecured
indebtedness. The interest rate for the Senior Notes will be established prior
to the close of the offering. The Senior Notes will have a seven year term.
The Company may not redeem the Senior Notes prior to 2002, and thereafter may
redeem them at specified premiums to par. No sinking fund is provided for the
Senior Notes. Upon a change of control event, as defined in the indenture
pursuant to which the Senior Notes will be issued, holders may require the
Company to repurchase the holder's Senior Notes at a price of 101% of the
principal amount of the holder's Senior Notes, plus accrued interest to the
repurchase date. Holders of Senior Notes also have rights to cause the Senior
Notes to be registered under the Securities Act. It is anticipated that the
offering will close on or about July 15, 1997.
The proceeds of the Senior Notes will be used by the Company to repay
approximately $21.4 million of existing debt, to expand its real estate loan
acquisition and resolution operations, to expand its equipment leasing
operations and for other general corporate purposes.
The Senior Notes will not be registered under the Securities Act of 1933,
and may not be offered or sold in the United States absent registration under
the Securities Act or an applicable exemption from the registration
requirements of the Securities Act.
