<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Resource America, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
761195205
(CUSIP Number)
Orin S. Kramer
Kramer Spellman, L.P.
2050 Center Avenue, Suite 300
Fort Lee, New Jersey
07024
(201) 592-1234
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 12, 1997
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
<PAGE>2
SCHEDULE 13D
CUSIP No. 761195205
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kramer Spellman, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 437,500
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
437,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.32%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>3
SCHEDULE 13D
CUSIP No. 761195205
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Orin S. Kramer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 437,500
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
437,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.32%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>4
SCHEDULE 13D
CUSIP No. 761195205
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jay Spellman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 437,500
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
437,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.32%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>5
SCHEDULE 13D
CUSIP No. 761195205
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Provident Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
244,300
8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 244,300
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.88%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>6
This statement amends and supplements the information set forth in the
Schedule 13D filed by the Reporting Persons (as defined therein) with the
Securities and Exchange Commission (the "Commission") on January 6, 1997 as
amended by Amendment No. 1 filed with the Commission on January 16, 1997 and
constitutes Amendment No. 2 to the Schedule 13D. Capitalized terms used herein
without definition shall have the meaning assigned to such terms in the
Schedule 13D.
Item 3. Sources and Amounts of Funds or Other Consideration
The first sentence of Item 3 is revised and amended in its entirety as
set forth below:
The Partnerships and Managed Accounts expended an aggregate of
approximately $7,728,885 (including brokerage commissions, if any) to purchase
the 437,500 shares of Common Stock held by them.
Item 5. Interest in Securities of the Issuer
Item 5 is revised and amended in its entirety to read as set forth
below:
(a)-(b) On the date of this Statement:
(i) Mr. Kramer has beneficial ownership for
purposes of Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial
Ownership") of 437,500 shares of Common Stock by virtue of his position as one
of the two general partners of KS. Such shares represent 12.32% of the issued
and outstanding Common Stock. Mr. Kramer shares voting power and dispositive
power over the Common Stock with Mr. Spellman and KS.
(ii) Mr. Spellman has Beneficial Ownership of 437,500
shares of Common Stock by virtue of his position as one of the
<PAGE>7
two general partners of KS. Such shares represent 12.32% of the issued and
outstanding Common Stock. Mr. Spellman shares voting power and dispositive
power over the Common Stock with Mr. Kramer and KS.
(iii) KS has Beneficial Ownership of 437,500 shares of
Common Stock by virtue of its position as general partner of, or discretionary
investment manager to, the Partnerships and Managed Accounts, as the case the
may be, holding such shares of Common Stock. Such shares represent 12.32% of
the issued and outstanding Common Stock. KS shares voting power and dispositive
power over such shares with Mr. Kramer and Mr. Spellman.
(iv) Boston Provident Partners, L.P. has Beneficial
Ownership of 244,300 shares of Common Stock by virtue of its sole ownership of
such shares of Common Stock. Such shares represent 6.88% of the issued and
outstanding Common Stock.
The percentages used herein are calculated based upon the
3,550,928 shares of Common Stock stated to be issued and outstanding as of
December 20, 1996, as reflected in the Company's Form 10-K/A for the fiscal year
ended September 30, 1996.
(c) The trading dates, number of shares purchased or sold
and the average price per share (including commissions, if any) for all
transactions by the Reporting Persons since the last filing of the Schedule 13D
are set forth in Schedule I hereto. All such transactions were over-the-counter
purchases.
(d) No person other than each respective record owner
referred to herein of shares of Common Stock is known to have the
<PAGE>8
right to receive or the power to direct the receipt of dividends from or the
proceeds of sale of shares of Common Stock. Boston Provident Partners, L.P. is
known to have the right to receive or the power to direct the receipt of
dividends from or the proceeds of sale of shares of Common Stock.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
Joint Filing Agreement among KS, Mr. Kramer, Mr. Spellman and
Boston Provident Partners, L.P. dated January 15, 1997 (filed as Exhibit 99 to
Amendment No. 1 and incorporated herein by reference).
<PAGE>9
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 14, 1997
KRAMER SPELLMAN L.P.
By: /s/ Orin S. Kramer
Name: Orin S. Kramer
Title: a General Partner
By: /s/ Jay Spellman
Name: Jay Spellman
Title: a General Partner
/s/ Orin S. Kramer
Orin S. Kramer
/s/ Jay Spellman
Jay Spellman
BOSTON PROVIDENT PARTNERS, L.P.
By: Kramer Spellman, L.P.
By: /s/ Orin S. Kramer
Name: Orin S. Kramer
Title: a General Partner
By: /s/ Jay Spellman
Name: Jay Spellman
Title: a General Partner
<PAGE>
Schedule I
Date Shares Purchased Price Per Share
- ---- ---------------- ---------------
1/20/97 15,000 $21.125
2/10/97 13,000 20.875
2/12/97 8,000 21.375
