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As filed with the Securities and Exchange Commission on February 5, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RESOURCE AMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
72-0654145
(I.R.S. Employer Identification No.)
1521 Locust Street, Philadelphia, Pennsylvania 19102 (215-546-5005)
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Steven J. Kessler, 1521 Locust Street,
Philadelphia, Pennsylvania 19102 (215-546-5005)
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
J. Baur Whittlesey, Esq.
Ledgewood Law Firm, P.C.
1521 Locust Street
Philadelphia, PA 19102
(215) 735-0663
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plan, please check the following
box [ ].
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box [X].
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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 [ ].
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 [ ].
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of each class Proposed Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per unit(1) price registration fee
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<S> <C> <C> <C> <C>
Common Stock 983,150 shares $45.00 $44,241,750 $13,051.32
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 based
upon the average of the high and low prices reported on the Nasdaq
Stock Market on February 2, 1998.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
SUBJECT TO COMPLETION, DATED FEBRUARY ____, 1998
PROSPECTUS
[LOGO]
RESOURCE AMERICA, INC.
Common Stock
The shares (the "Shares") of Resource America, Inc. (the "Company")
Common Stock (the "Common Stock") offered hereby may be sold by the persons
named in "Selling Shareholders" from time to time on the Nasdaq Stock Market
("Nasdaq") or otherwise, in special offerings, secondary distributions
pursuant to and in accordance with applicable rules, in negotiated
transactions or otherwise, at market prices prevailing at the time of the
sale, at prices related to such prevailing market prices or at negotiated
prices. Selling Shareholders may effect such transactions by selling shares to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions form Selling
Shareholders and/or purchasers of shares for whom they may act as agent (which
compensation may be in excess of customary commissions). Selling Shareholders
may, as and when Rule 144 under the Securities Act of 1933, as amended, is
available, sell shares covered by this Prospectus in one or more transactions
under said Rule. See "Plan of Distribution."
The Common Stock is listed for trading on Nasdaq under the symbol
"REXI." On February 2, 1998, the last reported sale price for the Common Stock
was $45.00 per share.
The Company will not receive any part of the proceeds from the sale
of the Shares. The Company has agreed to pay certain registration expenses in
connection with the offering (excluding brokerage commissions) estimated at
approximately $__________________.
The Common Stock offered hereby involves a high degree of risk. See
"Risk Factors" beginning on page _____ hereof for a discussion of certain
factors that should be considered carefully by prospective purchasers.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
<PAGE>
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ______________, 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
accordingly, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed with the Commission are available for
inspection and copying at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W. Washington,
D.C. 20549, and at the Commission's Regional Offices located at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at
Seven World Trade Center, New York, New York 10048. Copies of such documents
may also be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, copies of such documents may be obtained through the
Commission's Internet address at http://www.sec.gov. The Company's Common
Stock is authorized for quotation on Nasdaq and, accordingly, such materials
and other information can also be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (No. 333- ) (together with any amendments thereto, the "Registration
Statement"), under the Securities Act, with respect to the securities offered
hereby. This Prospectus, which constitutes a part of the Registration
Statement, omits certain information contained in the Registration Statement
as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the securities offered hereby,
reference is made to the Registration Statement and the exhibits and financial
statements, notes and schedules filed as part thereof or incorporated by
reference therein, which may be inspected at the public reference facilities
of the Commission, at the addresses set forth above. Statements made in this
Prospectus concerning the contents of any documents referred to herein are not
necessarily complete, and in each instance are qualified in all respects by
reference to the copy of such document filed as an exhibit to the Registration
Statement or incorporated by reference therein.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed with the Commission (File
No. 0-4408) pursuant to Section 13 of the Exchange Act, are incorporated by
reference herein and made a part hereof: (i) the Company's Annual Report on
Form 10-K for the year ended September 30, 1997; (ii) the Company's Current
Reports on Form 8-K dated December 17, 1997 and January 14, 1998; and (iii)
the description of the Common Stock contained in Form 8-A, including any
amendment or report filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus and to be a
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part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. All information appearing in this
Prospectus should be read in conjunction with, and is qualified in its
entirety by, the information and financial statements (including notes
thereto) appearing in the documents incorporated herein by reference, except
to the extent set forth in the immediately preceding statement.
The Company will provide without charge, to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy
of any and all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference (other than exhibits not
specifically incorporated by reference therein). Written or oral requests for
such copies should be directed to: Secretary, Resource America, Inc., 1521
Locust Street, Philadelphia, Pennsylvania 19102 (215) 546-5005.
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THE COMPANY
The Company is a specialty finance company engaged primarily in real
estate finance and equipment leasing. For approximately 25 years prior to
1991, the Company was principally involved in the energy industry and it
continues to have energy industry operations, including natural gas and oil
production. Since 1991, the Company's business strategy has focused on
locating and developing niche finance businesses in which the Company can
realize attractive returns by targeting well-defined financial services
markets and by developing specialized skills to service those markets on a
cost-effective basis. To date, the Company has developed two main businesses:
real estate finance and equipment leasing. Within its real estate finance
business, the Company has developed a commercial mortgage loan acquisition and
resolution business and a non-conforming residential mortgage lending
business. Within its equipment leasing business, the Company focuses primarily
on small ticket equipment lease financing, although it also manages six
publicly-owned equipment leasing partnerships and has a lease finance
placement and advisory business.
The Company's commercial mortgage loan acquisition and resolution
business involves the purchase at a discount of troubled commercial real
estate mortgage loans, for net investments generally ranging from $1 million
to $15 million, and the restructuring and refinancing of those loans. These
loans are generally acquired from private market sellers, primarily financial
institutions. Loans acquired by the Company typically involve legal and other
disputes among the lender, the borrower and/or other parties in interest, and
generally are secured by properties which are unable to produce sufficient
cash flow to fully service the loans in accordance with the original lender's
loan terms. Since fiscal 1991 (when it entered this business), and through
September 30, 1997, the Company's aggregate commercial mortgage loan portfolio
has grown to 38 loans with an outstanding loan balance (excluding discounts)
of $233.7 million, acquired at an investment cost (including subsequent
advances, which had been anticipated by the Company at the time of acquisition
and were included in its analysis of loan costs and yields) of $120.4 million.
During the fiscal years ended September 30, 1997, 1996 and 1995, the Company's
yield on its net investment in commercial mortgage loans (including gains on
sale of senior lien interests in, and gains, if any, resulting from
refinancings of commercial mortgage loans) equalled 34.7%, 36.2% and 34.6%,
respectively, while its gross profit (that is, revenues from loan activities
minus costs attributable thereto, including interest and provision for
possible losses, and less depreciation and amortization, without allocation of
corporate overhead) from its commercial mortgage loan activities for fiscal
years 1997, 1996 and 1995 were $16.5 million, $6.3 million and $5.3 million,
respectively.
The Company seeks to reduce the amount of its own capital invested in
commercial mortgage loans after their acquisition, and to enhance its returns,
through sale at a profit of senior lien interests in its loans (typically on a
recourse basis) or through borrower refinancing of the properties underlying
its loans. At September 30, 1997, senior lenders held outstanding obligations
of $55.5 million, secured by properties with an aggregate appraised value of
$125.4 million, resulting in a ratio of senior lien obligations-to-appraised
value of property of
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44%. For the three months ended September 30, 1997, the operating cash flow
coverage on the required debt service on senior lien interests averaged 202%.
Such calculation excludes (i) proceeds from the sale of senior lien interests
or from refinancings and (ii) cash flow from and senior lien interests with
respect to nine loans acquired during the fourth quarter of fiscal 1997 as to
which the Company had less than three months' cash flow experience at
September 30, 1997. If such nine loans had been included (utilizing for this
purpose their cash flows for periods subsequent to September 30, 1997), the
operating cash flow coverage would have averaged 273%. The excess of operating
cash flow over required debt service on senior lien obligations is, pursuant
to agreements with the borrowers, retained by the Company as debt service on
the outstanding balance of the Company's loans.
The Company has sponsored a real estate investment trust (the "REIT")
to which it has sold 10 loans and participations in two loans. The aggregate
price paid by the REIT for the loans and the participations was $20.1 million
(including $2.0 million attributable to senior lien interests acquired in
connection with such purchase). The Company realized a gain on such sale of
$3.0 million. The Company anticipates selling further loans to the REIT.
The Company's residential mortgage lending business provides first
and second mortgage loans on one- to four-family residences to borrowers who
do not conform to guidelines established by Fannie Mae because of past credit
impairment or other reasons. Through its subsidiaries, Fidelity Mortgage
Funding, Inc. ("FMF") and Tri-Star Financial Services, Inc. ("Tri-Star")
(which was acquired in November 1997 and which, following regulatory approvals
regarding transfer of mortgage lending licenses, the Company anticipates
merging into FMF), the Company is licensed as a residential mortgage lender in
19 states and is currently originating loans in 11 states (Connecticut,
Delaware, Indiana, Kentucky, Maryland, Mississippi, New Jersey, North
Carolina, Ohio, Pennsylvania and Virginia). The Company began its residential
mortgage lending business during fiscal 1997 and commenced originating loans
in the first quarter of fiscal 1998. The Company's operational strategy is to
concentrate on mid-size residential mortgage loans with a targeted average
loan of approximately $75,000. The Company markets its services directly to
consumers and anticipates establishing "private label" lending programs (that
is, programs where the Company will process, fund and service loans originated
by an institution, under the institution's name) for institutions which,
because of a lack of expertise in the area or for other reasons, do not
otherwise make non-conforming loans.
The Company's equipment leasing business commenced in September 1995
with the acquisition of an equipment leasing subsidiary of a regional
insurance company. Through this acquisition, the Company assumed the
management of six publicly-held equipment leasing partnerships involving $55.2
million (original equipment cost) in leased assets at September 30, 1997. More
importantly, through this acquisition the Company acquired an infrastructure
of operating systems, computer hardware and proprietary software (generally
referred to as a "platform"), as well as personnel, which the Company utilized
in fiscal 1996 as a basis for the development of an equipment leasing business
for its own account. As part of its development of this business, in early
1996 the Company hired a team of four
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experienced leasing executives, including the former chief executive officer
of the U.S. leasing subsidiary of Tokai Bank, a major Japanese banking
institution. The Company's operational strategy for equipment leasing is to
focus on leases with equipment costs of between $5,000 to $100,000 ("small
ticket" leasing), with a targeted average transaction of approximately $10,000
per lease. The Company markets its equipment leasing products through vendor
programs with equipment manufacturers, distributors and other vendors such as
Minolta Corporation and Lucent Technologies, Inc. The Company believes that
the small ticket leasing market is under-served by equipment lessors, banks
and other financial institutions, affording the Company a niche market with
significant growth potential. During fiscal 1997, the Company received 8,344
lease proposals involving equipment with an aggregate cost of $113.4 million,
approved 5,054 such proposals involving equipment with an aggregate cost of
$67.2 million and entered into 3,214 transactions involving equipment with an
aggregate cost of $34.6 million. During fiscal 1997, the Company sold, on a
servicing retained basis, equipment leases with an aggregate net book value of
approximately $30.2 million to third parties. The Company anticipates similar
equipment lease sales in the future. The Company's income from retained
servicing was not material during fiscal 1997.
The Company produces natural gas and, to a lesser extent, oil from
locations principally in Ohio, Pennsylvania and New York. At September 30,
1997, the Company had a net investment of $11.4 million in its energy
operations, including interests in 1,129 individual wells (including
overriding interests) owned directly by the Company or through 64 partnerships
and joint ventures managed by the Company. While the Company has focused its
business development efforts on its specialty finance operations over the past
several years, its energy operations historically have provided a steady
source of cash flow and tax benefits. The Company anticipates that it may make
acquisitions in fiscal 1998 which individually or in the aggregate may be
material to the Company's operations. However, there can be no assurance that
any such acquisitions will be made.
RISK FACTORS
In addition to the other information contained or incorporated by
reference in this Prospectus, the following factors should be considered
carefully in evaluating an investment in the Common Stock. The cautionary
statements set forth below and elsewhere in this Prospectus, or which are
incorporated by reference herein, should be read as accompanying
forward-looking statements included or incorporated by reference herein. The
risks described in the statements set forth below could cause the Company's
results to differ materially from those expressed in or indicated by such
forward-looking statements.
General
Ability to Generate Funding for Growth. The success of the Company's
future operations will depend largely upon the continued availability of
outside funds for its real estate finance and equipment leasing operations.
Funding for the Company's operations has heretofore been derived from a number
of different sources including internally generated
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funds, private institutional placement of a senior note, sales of senior
participations in the Company's loans, borrower refinancing of the Company's
loans and, in one instance, purchase money financing. These sources of funds
have been augmented by the Company's public offering of Common Stock in
December 1996 and private offering of 12% Senior Notes ("Senior Notes") in
July 1997. The Company has also arranged credit facilities for its equipment
leasing operations ($20 million facility), residential mortgage loan
operations ($20 million of available credit in two facilities) and energy
operations ($5 million facility). The availability of third-party financing in
the future for each of the Company's specialty finance businesses will be
dependent upon a number of factors over which the Company has limited or no
control, including general conditions in the credit markets, the size, pricing
and liquidity of the market for the types of mortgage loans or equipment
leases in the Company's portfolio and the financial performance of the
Company's loans and equipment leases. There can be no assurance that the
Company will be able to generate funding on satisfactory terms and in
acceptable amounts and thus sustain its growth. Moreover, any failure to renew
or obtain adequate funding under a credit facility or other borrowing could
have a material adverse effect on the Company's results of operations and
financial condition. To the extent the Company is not successful in
maintaining or replacing existing financing, and, in particular, replacing or
refinancing the $115 million principal amount of the Senior Notes when they
become due in August 2004, the Company would have to curtail its activities
(and, with respect to the Senior Notes, possibly to sell assets in order to
repay the Senior Notes), which would have a material adverse effect on the
Company's results of operations and financial condition.
The Indenture pursuant to which the Senior Notes were issued permits
the Company to incur both secured and unsecured debt in the future, subject to
specific limitations. Such limitations include (i) a prohibition against
incurring debt, of equal seniority with or junior to the Senior Notes, which
has a maturity prior to that of the Senior Notes, and (ii) a prohibition from
incurring further debt where the ratio of debt (excluding debt used to acquire
real estate, real estate mortgage loans, equipment leases or other assets,
obligations to repurchase assets sold, guarantees of either of the foregoing
and certain other obligations) to the Company's consolidated net worth would
exceed 2.0 to 1.0. Such limitations may restrict the ability of the Company to
obtain financing in the future.
Ability to Generate Growth Opportunities. The success of the
Company's finance operations will also depend on its continued ability to
generate attractive opportunities for acquiring commercial mortgage loans at a
discount and to originate equipment leases and originate and resell
residential mortgage loans. In each area, the Company will rely primarily upon
the knowledge, experience and industry contacts of its senior management to
generate appropriate opportunities. There can be no assurance that the Company
will generate opportunities satisfactory to it or sufficient to sustain growth
or that, in its commercial mortgage loan acquisition and resolution
activities, the Company will be able to acquire loans in the same manner, on
similar terms or at similar levels of discount as its current portfolio loans.
The availability of loans for acquisition on terms acceptable to the Company,
and the ability of the Company to originate satisfactory equipment leases and
residential mortgage
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loans, will be dependent upon a number of factors over which the Company has
no control, including economic conditions, interest rates, the market for and
value of properties securing loans which the Company may seek to acquire and
competition from other acquirors of troubled loans, equipment lessors or
residential mortgage lenders, as well as the willingness of financial
institutions to dispose of troubled or under-performing loans in their
portfolios and the willingness of manufacturers, distributors and other
vendors to join with the Company in vendor programs for equipment leasing.
Risks Related to Management of Growth. The Company has undergone a
period of significant growth, and further expansion may significantly strain
the Company's management, financial and other resources. There can be no
assurance that the Company will manage its growth effectively or that the
Company will be able to attract and retain the personnel necessary to meet its
business objectives. If the Company is unable to manage its growth
effectively, the Company's business, operating results and financial condition
could be materially adversely affected.
Credit Risks. Mortgage loans and equipment leases are subject to the
risk of default in payment by borrowers and lessees. Defaults by borrowers and
lessees could adversely affect the Company's financial position. Upon a
default, the Company will have the responsibility of seeking to recover
outstanding loan or lease balances through foreclosure, repossession of
equipment or similar procedures. With respect to any particular mortgage loan
or equipment lease, instituting any of these procedures could adversely impact
the Company's yield on such loan or lease. There can be no assurance that, in
the event of default, the amount realizable from the property securing a
defaulted loan or the equipment subject to a defaulted lease will be
sufficient to recover amounts invested by or owed to the Company. See "Risk
Factors Real Estate Finance Considerations - Lien Priority" and "- Equipment
Leasing Considerations - Residuals."
The commercial mortgage loans acquired in the Company's commercial
mortgage loan acquisition and resolution operations are typically not the
general obligations of the borrower and, accordingly, in seeking to collect
amounts owed on a loan, the Company must rely solely on the value of the
property underlying the loan to satisfy the obligation. This value will be
affected by numerous factors beyond the Company's control, including general
or local economic conditions, neighborhood real property values, interest
rates, operating expenses (such as real estate taxes and insurance costs),
occupancy rates and the presence of competitive properties. In addition, most
of the Company's loans require a substantial lump sum payment at maturity. The
ability of a borrower to pay a lump sum, and thus the ability of the Company
to collect promptly all amounts due upon maturity, may be dependent on the
borrower's ability to obtain suitable refinancing or otherwise raise a
substantial amount of cash which, in turn, will depend upon factors (such as
those referred to previously) over which the Company has no control. To the
extent that the Company has sold a senior lien position in a loan, or the loan
has been refinanced, the Company will typically retain a subordinated interest
in the loan, which may be unsecured. See "Risk Factors - Real Estate
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Finance Considerations - Lien Priority." Such retained interests are
relatively illiquid investments and are subject to materially increased risks
of collection upon default.
Many of the end-users of the equipment the Company leases for its own
account are small businesses which are not able to supply the kinds of
financial information available from larger businesses and may be more
susceptible to changes in economic conditions or have lesser financial
resources with which to meet lease obligations than larger businesses.
Although the Company seeks to mitigate this risk through the use of its Small
Business Credit Scoring System, its asset tracking systems and loan servicing
and collection procedures, there can be no assurance that the Company will not
be subject to higher risks of default than firms leasing to larger entities.
Competition. In each of its business operations, the Company is
subject to intense competition from numerous competitors, many of whom possess
far greater financial and other resources than the Company. The Company will
also have to compete for the capital necessary to fund both its real estate
finance and equipment leasing operations based largely upon the performance of
its portfolio loans and equipment leases. See "Risk Factors General - Credit
Risks."
Real Estate Finance Considerations
Troubled Status of Acquired Commercial Loans and Underlying
Properties. The Company seeks to acquire commercial real estate mortgage loans
at a discount from both the unpaid principal and interest amounts of the loans
and the appraised value of the underlying properties. As a consequence, the
Company will frequently be involved with loans which are the subject of
contentious and often complex disputes among various parties regarding
application of cash flow from the underlying properties, loan terms, lease
terms or similar matters, or which are secured by properties that, while
income producing, are unable to generate sufficient revenues to pay the full
amount of debt service under the original loan terms. Although, prior to
acquisition of a loan, the Company will generally negotiate with the borrower
or other parties in interest and, where appropriate, make financial
accommodations to take into account the operating conditions of an underlying
property, resolve outstanding disputes and ensure the Company's control of the
cash flow from the underlying property, there can be no assurance that the
underlying property will not be subject to recurrence of the problems which
existed prior to the Company's acquisition of the loan, or other problems.
Lien Priority. Although in its asset acquisition and resolution
operations the Company normally acquires first mortgage loans, it is not
limited as to the lien priority of a loan which it may acquire. Ten of the
Company's mortgage loans were acquired as junior lien obligations. Moreover, a
lender refinancing a loan in the Company's portfolio will typically require,
as a condition to its refinancing (the proceeds of which generally are paid to
the Company), that the Company's remaining interest in the loan be
subordinated to such lender's interest. The Company currently holds 30 junior
lien loans or subordinated participations, seven of which (constituting
approximately 8.3%, of the book value of the Company's loan
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portfolio) are not formally secured by recorded mortgages (although they are
protected by judgment liens, unrecorded deeds in lieu of foreclosure,
borrowers' covenants not to further encumber the property without the
Company's consent, and/or similar devices). In addition, in certain
circumstances, mortgage loans, including first mortgage loans, may be subject
to mechanics', materialmens' or government liens which may be prior in right
of payment to liens held by the Company. To the extent that either the lien
securing a loan is junior to other liens encumbering an underlying property or
the loan is unsecured, the Company will be subject to greater risks of loss
upon a default. See "Risk Factors - General - Credit Risks." In the event of a
default on a senior mortgage, the Company may make payments, if it has the
right to do so, in order to prevent foreclosure on the senior mortgage,
increasing its investment cost without necessarily improving its lien
position.
In the event of a foreclosure, the Company will only be entitled to
share in the net proceeds after the payment of all senior lienors, including
senior mortgagees, and holders of mechanics', materialmens' and government
liens. It is therefore possible that the total amount which may be recovered
by the Company upon a foreclosure may be less than the outstanding balance of
the loan or the Company's investment in the loan, with resultant loss to the
Company. It is also possible that, in some cases, a "due on sale" clause
included in a senior mortgage, which accelerates the amount due under the
senior mortgage in case of the sale of the property, may apply to the sale of
the property upon foreclosure of a junior loan, and may accordingly increase
the risks to the Company in the event of a default by the borrower on the
junior loan.
Environmental Liabilities. In the event of a default on a portfolio
loan, the Company may acquire the underlying property through foreclosure.
There is a risk that hazardous substances, wastes, contaminants or pollutants
would be discovered on the foreclosed property after acquisition by the
Company. In such event, the Company might be required to remove such
substances from the property at its sole cost and expense. There can be no
assurance that the cost of such removal would not substantially exceed the
value of the affected property or the loan secured by the property, that the
Company would have adequate remedies against the prior owner or other
responsible parties or that the Company would not find it difficult or
impossible to sell the affected properties either prior to or following any
such removal.
Disposition of Acquired Commercial Mortgage Loan Interests. In its
commercial mortgage loan acquisition and resolution operations, after the
Company has acquired a loan, the Company will typically sell a senior lien
position in the loan, or assist the borrower in obtaining third-party
refinancing, while retaining a junior lien position in the loan. Although the
sale of a senior lien position or a refinancing often results in the return of
an amount representing a major portion of (or sometimes exceeding) the amount
of Company's investment in the loan, in most such sales or refinancings a
portion of the Company's investment in the loan remains unrecovered. Based
upon the appraised value of the properties underlying the loans, the Company
believes that it will recover amounts substantially in excess of the Company's
remaining invested capital; however, there can be no assurance that, upon
termination of the loan, the borrower will be able to repay the loan or that,
if the
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borrower is not able to do so, the Company will be able to dispose of its
remaining loan interest for an amount equal to or in excess of its remaining
investment or that the property underlying the loan can be disposed of for an
amount equal to or in excess of the interests of senior lienors and the
Company's remaining investment.
Potential Replacement or Repurchase of Senior Lien Positions. Senior
lien positions in nine of the loans in the Company's portfolio have been sold
to an institutional investor. Pursuant to the terms of these sales, if the
borrower under any such loan defaults in the payment of debt service, the
Company is required to replace the defaulted obligation with a performing one.
Since the Company has sold senior positions in, or refinanced, most of its
current portfolio loans, if the Company were required to replace a defaulted
loan with a performing loan, it may not be able to do so without acquiring
additional commercial mortgage loans. If the Company could not fulfill its
obligation, the institutional investor would have various legal remedies
including foreclosure on and sale of the underlying property (see "Risk
Factors - General - Credit Risks"), or requiring the Company to repay its
participation. There can be no assurance that borrowers on one or more of such
loans will not default or that, in such event, the Company would be able to
acquire additional commercial real estate mortgage loans to substitute for the
defaulted obligations or, if a replacement loan is not so acquired and
substituted, that the investor would not seek to require the Company to repay
it.
Obligation of Company to Acquire Interest of, or Repay, Existing
Senior Lienors. The Company is required to repurchase three senior loans in
the event that they are not repaid, in accordance with their terms, by May 21,
June 27 and September 29, 2002, respectively, for a repurchase price equal to
the unpaid principal balance of the respective loans plus accrued interest (an
aggregate of $10.2 million at September 30, 1997). The Company currently
anticipates that each of the loans will be repaid in accordance with its
terms.
Loss Reserves. The Company records the investments in its loan
portfolio at cost, which is significantly discounted from the face value of,
and accrued interest and penalties on, the loans. The cost basis in the loans
is reviewed periodically to determine that it is not greater than the sum of
the projected cash flows and appraised values of the underlying properties. If
the cost basis is found to be greater, the Company provides an appropriate
allowance through a charge to operations. The Company did not establish any
reserves with respect to its portfolio loans for fiscal 1994, 1995 and 1996.
For the fiscal year ended September 30, 1997, the Company recorded an
allowance of $400,000. There can be no assurance that future charges to
operations will not occur or that the amount of such charges will not be
materially greater than the amount of the allowance for the 1997 fiscal year.
Possible Fluctuations in Earnings from Commercial Mortgage Loan
Acquisition and Resolution Business. A material portion of the Company's
revenues from its commercial mortgage loan acquisition and resolution business
is derived from the sale of senior lien positions in, or refinancings of, its
portfolio loans. These sales and refinancings are, with respect to any one
loan, non-recurring. Accordingly, the Company's ability to recognize these
-12-
<PAGE>
gains in the future will depend upon its continuing ability to acquire loans
and sell senior lien positions in, or obtain refinancings of, such loans. See
"Risk Factors - General - Ability to Generate Growth Opportunities." Moreover,
depending upon the timing of portfolio acquisitions and sales of senior lien
positions or refinancings, the Company's revenues from its asset acquisition
and resolution business could be subject to significant fluctuations from
period to period.
Residential Mortgage Loan Originations. In addition to the risks
usually associated with mortgage lending (see "Risk Factors - General - Credit
Risks" and "Risk Factors - Real Estate Finance Considerations - Lien Priority"
and "- Real Estate Finance Considerations Environmental Liability"), the
Company's residential mortgage loan origination business, as it is finally
developed, may involve a number of risks, including loan quality risks
(principally involving the risk that loans not conforming to FNMA and FHLMC
guidelines or loans to credit impaired borrowers may result in higher rates of
default than conforming loans), the potential dependence of the Company's
revenues from residential mortgage lending on its ability to sell or
securitize its residential mortgage loans (and the possible contingent
liability of the Company in any such sale or securitization for the repurchase
of some or all defaulted loans sold or securitized) and claims made against
the Company for breaches of fiduciary duty, misrepresentations, violations of
federal or state laws relating to truth in lending, equal credit opportunity,
settlement procedures, mortgage disclosure, debt collection practices or
similar matters. As a new business line without material operations or
revenues as of the date of this Prospectus, residential mortgage loan
origination is also subject to the risks, expenses and difficulties frequently
encountered in the establishment of a new business which may materially
adversely affect the Company's ability to develop the business, and the
Company's investment in it.
Interest Rate Changes May Adversely Affect Company's Loan Portfolio.
The fair market value of loans in the Company's portfolio will be affected by
changes in interest rates. In general, the resale value of a loan will change
in inverse relation to an interest rate change. Accordingly, in a period of
rising interest rates, the fair market value of the loan will decrease.
Moreover, in a period of declining interest rates, real estate loans (and, in
particular, residential mortgage loans) may benefit less than other fixed
income securities due to prepayments. Interest rate changes will also affect
the Company's return on new loans that it makes. In particular, during a
period of declining rates, the amounts becoming available to the Company for
investment due to repayment of its loans may be invested at lower rates than
the Company had been able to obtain in prior investments, or than the rates on
the repaid loans. Also, increases in interest on debt, if any, incurred by the
Company in acquiring or funding loans may not be reflected in increased rates
of return on the loans acquired or funded through such debt, thereby adversely
affecting the Company's return on such investments. Accordingly, interest rate
changes may materially affected the total return on the Company's loans, which
will affect the Company's income.
Lack of Geographic Diversification Exposes the Company's Investments
to Higher Risk of Loss Due to Regional Economic Factors. A material portion of
the Company's acquired
-13-
<PAGE>
mortgage loans relate to properties located in the Philadelphia, Pennsylvania
metropolitan area (19 of the 38 loans in the Company's loan portfolio as of
September 30, 1997 relate to properties located in this area). The Company
does not expect to set specific limitations on the aggregate percentage of its
portfolio relating to properties located in any one area (whether by state,
zip code or other geographic measure). Any lack of geographic diversification
that may occur could result in the Company's investment portfolio being more
sensitive to, and the Company being less able to respond to, adverse economic
developments of a primarily regional nature, which may result in reduced rates
of return, or higher rates of default, on the Company's mortgage loans than
might be incurred with a more geographically diverse investment portfolio.
Equipment Leasing Considerations
Limited Equipment Leasing Operating History. The Company acquired its
equipment leasing operations in September 1995 and, in 1996, the Company
expanded these leasing operations to include small ticket equipment leasing
for its own account. Although the leasing business acquired by the Company has
been in operation since 1986, and the executives primarily responsible for
developing the Company's proprietary leasing program have had lengthy
experience in the equipment leasing industry, the Company has only a limited
amount of direct experience upon which an evaluation of its prospects in the
equipment leasing business can be based. Such prospects must be considered in
light of the expenses and difficulties frequently encountered by an acquiror
in integrating a newly-acquired business with its other operations, and in
expanding the scope of the newly-acquired business.
Demand for Company's Equipment Leasing Services. The demand for the
equipment leasing services provided by the Company is subject to numerous
factors beyond the control of the Company, including general economic
conditions, fluctuations in interest rate levels and fluctuations in demand
for the types of equipment as to which the Company provides equipment leases.
In addition, the demand for the Company's equipment lease services will be
materially affected by the ability of the Company to market its services to
manufacturers, regional distributors and other vendors.
Financing for Equipment Leasing Operations. The Company anticipates
that it may be required to provide credit enhancement for debt obligations
incurred under any warehouse or permanent financing utilized in its equipment
leasing operations. These credit enhancements may include cash deposits,
funding of subordinated tranches of securitizations, the pledge of additional
equipment leases which are funded by the Company's capital, and/or (as is the
case with the Company's existing credit facility) a guaranty by the Company
and restrictive covenants concerning maintenance by the Company of minimum
capital levels or debt to equity ratios. Any such requirements may reduce the
Company's liquidity and require it to obtain additional capital. The Indenture
pursuant to which the Senior Notes were issued contains certain restrictions
which may limit the Company's provision of credit enhancement. See "Risk
Factors - General - Ability to Generate Funding for Growth."
-14-
<PAGE>
The Company anticipates that warehouse financing (as is the case with
the Company's existing credit facility) will bear interest at variable rates
while its permanent funding will typically be at fixed rates set at the time
the financing is provided. Accordingly, the Company will be subject to
interest rate risk to the extent interest rates increase between the time a
lease is funded by warehouse facilities and the time of permanent funding.
Increases in interest rates during this period could narrow or eliminate the
spread between the effective interest rates on the Company's equipment leases
and the rates on the Company's funding, or result in a negative spread.
Residuals. The Company anticipates that a significant portion of the
Company's profit, if any, from leasing operations in the future may result
from the sale or re-leasing of equipment upon lease termination or from the
extension of lease terms beyond their initial expiration dates ("residuals").
The Company's realization of residuals will be subject to numerous factors
beyond the Company's control, including the ability or willingness of a lessee
to continue a lease or acquire the equipment, equipment obsolescence,
excessive supply of similar equipment, reductions in manufacturer's prices for
similar equipment and similar matters, which could materially adversely affect
the amount of residuals obtainable by the Company and, accordingly, the
operating results and financial condition of the Company.
Energy Industry Considerations
Market for Production. Historically, the availability of a ready
market for oil and natural gas, and the price obtained therefor, has depended
upon numerous factors including the extent of domestic production, import of
foreign natural gas and/or oil, political instability in oil and gas producing
countries and regions, market demand, the effect of federal regulation on the
sale of natural gas and/or oil in interstate commerce, and other governmental
regulation of the production and transportation of natural gas and/or oil.
Certain other factors outside the Company's control, such as operational and
transportation difficulties of pipeline or oil purchasing companies, may also
limit sales. In addition, the marketability of natural gas depends upon the
needs of the purchasers to which the producer has access. Depending upon the
purchasers' needs, the price obtainable for natural gas produced by the
Company, or the amount of natural gas which the Company is able to sell, the
revenues of the Company may be materially adversely affected.
Possible Decline in Production. Production of oil and gas from a
particular well generally declines over time until it is no longer economical
to produce from the well, at which time the well is plugged and abandoned. The
Company's wells have been drilled at various times from 1966 to the present.
The Company's wells generally have productive lives of 15 to 20 years and have
been subject to normal production declines. To date, these declines have been
offset largely by the acquisition of additional wells and, to a materially
lesser extent, drilling of wells. The Company cannot predict whether the
Company will acquire further energy assets or drill further wells, or as to
the timing or cost thereof.
-15-
<PAGE>
Environmental Liabilities. Oil and gas operations are subject to
numerous hazards (such as seepage, spillage of well substances such as brine
or oil, and escape of oil or gas from wells, tanks or pipelines) which can
cause substantial pollution damage to the environment or severely damage the
property of others. While the Company maintains liability insurance coverage
and has not had a material environmental incident, there can be no assurance
that incidents will not occur in the future or that the liability resulting
therefrom will not be substantial.
Importance of Key Employees
The Company's future success will depend upon the continued services
of the Company's senior management and, with respect to its leasing
operations, the Chairman and Chief Executive Officer of its leasing
subsidiary. The unexpected loss of the services of any of these management
personnel could have a material adverse effect upon the Company. The Company
does not maintain key man life insurance on, nor (except for employment
agreements with Edward E. Cohen, the Chairman, Chief Executive Officer and
President of the Company, Abraham Bernstein, the Chairman and Chief Executive
Officer of its leasing operations, and Daniel G. Cohen, the Chairman and Chief
Executive Officer of the Company's residential mortgage origination business
and an Executive Vice President of the Company) does it have employment
agreements with, any of its senior management.
Forward Looking Statements
This Prospectus, and the information incorporated by reference
herein, may include certain statements and estimates provided by the Company
with respect to the Company's anticipated operations. Such statements and
estimates reflect various assumptions made by the Company about circumstances
and events, many of which have not yet taken place, as well as reflecting a
substantial degree of judgment by management as to the scope and presentation
of such information. There can be no assurance that any of such statements or
estimates of anticipated operations will prove to be correct, and no
representations and warranties are made as to the accuracy of such statements
or estimates. Actual results may vary and such variations may be material.
USE OF PROCEEDS
The Company will not receive any of the proceeds form the sale of the
Shares offered by the Selling Shareholders.
DETERMINATION OF OFFERING PRICE
The Company will not be involved in the determination of the price or
prices at which the Selling Shareholders will offer their shares. The Shares
may be sold by the Selling Shareholders from time to time on Nasdaq, or
otherwise, at market prices for the Common
-16-
<PAGE>
Stock prevailing at the time of the sale, at prices related to such prevailing
market prices or at negotiated prices.
SELLING SHAREHOLDERS
The Selling Shareholders listed below acquired the Shares pursuant to
the terms of a Stock Purchase Agreement dated July 27, 1997, by and among
Physicians Insurance Company of Ohio and the Selling Shareholders. In
connection with the Stock Purchase Agreement, the Company undertook to (i)
prepare and file the Registration Statement under the Securities Act covering
the sale of the Shares, (ii) use its best efforts to cause the Registration
Statement to be declared effective, and (iii) use its best efforts to maintain
the Registration Statement in effect for two years from the effective date
thereof.
The following table sets forth, as of January 31, 1998, all of the
shares of Common Stock owned by each of the Selling Shareholders. Although all
of such shares were registered under the Registration Statement and thereby
deemed to be offered for sale, there can be no assurance that all or any part
of any particular Selling Shareholder's holdings will be sold.
<TABLE>
<CAPTION>
Pre-Offering Post-Offering
------------ -------------
Total Number Total Number
of Shares of Shares
Beneficially Shares Available Beneficially
Selling Shareholder Owned for Sale Owned
- ------------------- ------------ ---------------- ------------
<S> <C> <C> <C>
Rath Foundation 50,000 50,000 0
Keefe Partners, L.P. 225,000 225,000 0
GAM Equity #10 15,000 15,000 0
Keefe Offshore Fund 210,000 210,000 0
West Broadway Partners, L.P. 12,500 12,500 0
West Broadway Securities, Ltd. 12,500 12,500 0
Bear, Stearns Securities Corp.
f/a/o Friedman, Billings,
Ramsey & Co., Inc.(1) 28,150 28,150 0
Financial Services Hedge Fund, L.P. 3,300 3,300 0
Bay Pond Investors (Bermuda), L.P. 26,800 26,800 0
Bay Pond Partners, L.P. 67,300 67,300 0
Barlow Partners, L.P. 2,600 2,600 0
FBR Private Equity Fund, L.P.(1) 28,595 28,595 0
FBR Ashton, Limited Partnership(1) 266,180 266,180 0
FBR Opportunity Fund, Ltd.(1) 35,225 35,225 0
</TABLE>
(1) FBR Private Equity Fund, L.P., FBR Ashton Limited Partnership and FBR
Opportunity Fund, Ltd. are affiliates of Friedman Billings Ramsey &
Co., Inc. ("FBR"). FBR has in the past acted as the lead underwriter
with respect to a public offering of the Company's Common Stock in
December 1996 and the placement agent with respect to a private
offering of the Company's Senior Notes in July 1997. FBR currently
makes a market in the Company's Common Stock
-17-
<PAGE>
and Senior Notes. FBR also acted as the lead underwriter in connection with
the REIT's public offering and currently makes a market in the REIT's common
shares.
PLAN OF DISTRIBUTION
The distribution of the Shares by the Selling Shareholders may be
effected from time to time, in one or more transactions on Nasdaq or
otherwise, in special offerings, secondary distributions pursuant to and in
accordance with applicable rules and regulations of the Commission and the
National Associates of Securities Dealers, Inc. in negotiated transactions or
otherwise, at market prices prevailing at the time of the sale, at prices
related to such prevailing market prices or at negotiated prices. Selling
Shareholders may effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form
of underwriting discounts, concessions or commissions from Selling
Shareholders and/or purchasers of shares for whom they may act as agent (which
compensation may be in excess of customary commissions). Selling Shareholders
may, as and when Rule 144 under the Securities Act of 1933 is available, sell
shares covered by this Prospectus in one or more transactions under said Rule.
Selling Shareholders, and broker-dealers that participate with Selling
Shareholders in the distribution of the Shares, may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the Shares
may be deemed to be underwriting compensation. The Company has no basis for
estimating either the number of Shares that will ultimately be sold by the
Selling Shareholders or the prices at which the Shares will be sold.
LEGAL MATTERS
The validity of the Common Stock being offered hereby is being passed
on by Ledgewood Law Firm, P.C., counsel to the Company.
EXPERTS
The consolidated financial statements and schedules of the Company as
of September 30, 1997 and 1996 and for each of the years in the three-year
period ended September 30, 1997 incorporated by reference in this Prospectus
have been so incorporated by reference in reliance upon the reports of Grant
Thornton LLP, independent certified public accountants.
-18-
<PAGE>
No person is authorized to give any information or to make any representation
not contained in this Prospectus and any information or representation not
contained herein must not be relied upon as having been authorized by the
Company or any Underwriter. This Prospectus does not constitute an offer of
any securities other than the securities to which it relates or an offer to
any person in any jurisdiction where such an offer would be unlawful. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.
-----------------
TABLE OF CONTENTS
-----------------
Page
Available Information
Incorporation of Certain Documents
by Reference
The Company
Risk Factors
Use of Proceeds
Determination of Offering Price
Selling Shareholders
Plan of Distribution
Legal Matters
Experts
<PAGE>
983,150 Shares
[LOGO]
RESOURCE AMERICA, INC.
Common Stock
-----------------
PROSPECTUS
-----------------
February _____, 1998
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration and Filing Fees:
Securities Exchange Commission........... $__________
NASD ....................................
Total Registration and Filing Fees....... $__________
Printing and Engraving*...........................
Legal*............................................
Blue Sky*.........................................
Accounting*.......................................
Total Other Expenses*............................. ___________
Total Expenses.................................... $
===========
- -----------
*Estimate
Item 15. Indemnification of Directors and Officers
As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, the Company's Certificate of Incorporation provides that directors of the
Company shall not be personally liable to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company
or its shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, relating to prohibited
dividends or distributions or the repurchase or redemption of stock, or (iv)
for any transaction from which the director derives an improper personal
benefit. In addition, the Company's By-laws provide for indemnification of the
Company's officers and directors to the fullest extent permitted under
Delaware law. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, or otherwise, the Company
has been informed that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
The Company maintains directors' and officers' liability insurance
against any actual or alleged error, misstatement, misleading statement, act,
omission, neglect or breach of duty by any director or officer, excluding
certain matters including fraudulent, dishonest or criminal acts or
self-dealing.
II-1
<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
a. Exhibits.
2. Agreement and Plan of Merger among Tri-Star
Financial Services, Inc. Frank Pellegrini,
Resource Tri-Star Acquisition Corp. and the
Registrant(3)
4.1 Restated Certificate of Incorporation of the
Registrant.(1)
4.2 Bylaws of the Registrant, as amended.(1)
4.3 Form of Certificate for Common Stock.(1)
4.4 Indenture with respect to 12% Senior Notes due
2004 (including form of note).(2)
5.* Opinion of Ledgewood Law Firm, P.C., as to the
legality of the securities being registered
(including consent).
II-2
<PAGE>
12. Statement regarding computation of ratios.(3)
23.1 Consent of Ledgewood Law Firm, P.C. (included in
Exhibit 5).
23.2 Consent of Grant Thornton LLP.
24. Power of Attorney (included as part of signature
pages to this registration statement).
27. Financial Data Schedule.(3)
- -------------------
* To be filed by amendment.
(1) Filed previously as an Exhibit to the Company's Registration
Statement on Form S-1 (Registration No. 333-13905) and by this
reference incorporated herein.
(2) Filed previously as an Exhibit to the Company's Registration
Statement on Form S-4 (Registration No. 333-40231) and by this
reference incorporated herein.
(3) Filed previously as an Exhibit to the Company's Annual Report on Form
10-K for the year ended September 30, 1997.
II-3
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, That paragraphs (1)(i) and (1)(ii) above shall not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-4
<PAGE>
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions of registrant's Certificate of
Incorporation, Bylaws or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and 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 February 4, 1998.
RESOURCE AMERICA, INC.
By: /s/ Edward E. Cohen
------------------------------------
Edward E. Cohen, Chairman of the
Board of Directors, Chief Executive
Officer and President
II-6
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below in so signing also makes,
constitutes and appoints Edward E. Cohen, Steven J. Kessler, Michael L.
Staines, and each of them acting alone, his true and lawful attorney-in-fact,
with full power of substitution, for him in any and all capacities to execute
and cause to be filed with the Securities and Exchange Commission any and all
amendments and post-effective amendments to this registration statement with
exhibits thereto and other documents in connection therewith, and hereby
ratifies and confirms all that said attorney-in-fact or said
attorney-in-fact's substitute or substitutes may do or cause to be done by
virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Edward E. Cohen
- ----------------------------------- Date: February 4, 1998
EDWARD E. COHEN, Chairman of
the Board of Directors,
Chief Executive Officer,
President and Director
(Chief Executive Officer)
/s/ Carlos C. Campbell
- ----------------------------------- Date: February 4, 1998
CARLOS C. CAMPBELL, Director
/s/ Daniel G. Cohen
- ----------------------------------- Date: February 4, 1998
DANIEL G. COHEN, Executive Vice
President and Director
/s/ Andrew M. Lubin
- ----------------------------------- Date: February 4, 1998
ANDREW M. LUBIN, Director
/s/ Scott F. Schaeffer
- ----------------------------------- Date: February 4, 1998
SCOTT F. SCHAEFFER, Executive Vice
President and Director
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
II-7
<PAGE>
[SIGNATURES CONTINUED FROM PRIOR PAGE]
/s/ Alan D. Schreiber, M.D.
- ----------------------------------- Date: February 4, 1998
ALAN D. SCHREIBER, M.D.,
Director
/s/ Michael L. Staines
- ----------------------------------- Date: February 4, 1998
MICHAEL L. STAINES, Senior
Vice President, Secretary
and Director
/s/ John S. White
- ----------------------------------- Date: February 4, 1998
JOHN S. WHITE, Director
/s/ Steven Kessler
- ----------------------------------- Date: February 4, 1998
STEVEN J. KESSLER, Senior Vice President
- - Finance and Chief Financial Officer
/s/ Nancy J. McGurk
- ----------------------------------- Date: February 4, 1998
NANCY J. MCGURK, Vice
President - Finance
(Chief Accounting Officer)
II-8
<PAGE>
Exhibit 23.2
CONSENT OF GRANT THORNTON LLP
We have issued our reports dated November 6, 1997 accompanying the
consolidated financial statements and schedule of Resource America, Inc. and
subsidiaries included in the Annual Report on Form 10-K for the year ended
September 30, 1997 which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned reports and to the use of our names as it
appears under the caption "Experts."
/s/ Grant Thornton LLP
- ----------------------
Cleveland, Ohio
February 4, 1998
