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LETTER TO PARTICIPANTS IN RESOURCE AMERICA'S
401(k) INVESTMENT SAVINGS PLAN
Offer to Purchase for Cash
by
Resource America, Inc.
up to 5,000,000 Shares of its Common Stock
at a Purchase Price not Greater than $11.00 nor Less than $9.00 Per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON TUESDAY, OCTOBER 24, 2000,
UNLESS THE OFFER IS EXTENDED.
To the Participants in Resource America's 401(k) Investment Savings Plan:
Enclosed for your consideration are the Offer to Purchase dated September
26, 2000 and the related Letter of Transmittal in connection with the offer by
Resource America, Inc. to purchase shares of its common stock, $0.01 par value
per share. Resource America is offering to purchase up to 5 million shares at a
price not greater than $11.00 nor less than $9.00 per share, net to the seller
in cash, without interest, as specified by shareholders tendering their shares.
As a participant in Resource America's 401(k) Investment Savings Plan, you may
tender shares that are held in your behalf in the plan. If you wish to do so,
you must direct the plan trustees, who are the holders of record, to do so on
your behalf by following the instructions in this letter.
If you do not wish to direct the sale of any portion of the shares in your
401(k) Investment Savings Plan account, you do not need to take any action. If
you would like to direct the sale of some or all of the shares held in your
behalf in your plan account in response to this offer, detailed instructions on
how to tender those shares are set forth below.
The Offer. Resource America will select the lowest purchase price that
will allow it to buy 5 million shares or, if a lesser number of shares are
properly tendered, all shares that are properly tendered and not withdrawn.
Resource America will pay the same price for all shares purchased in the offer.
All shares properly tendered at prices at or below the purchase price and not
properly withdrawn will be purchased, subject to the conditions of the offer
and the "odd lot" priority, proration and conditional tender provisions
described in the Offer to Purchase. If more than the number of shares Resource
America seeks are properly tendered, Resource America will not purchase all of
the shares tendered at or below the purchase price because of proration. Shares
tendered at prices in excess of the purchase price that is determined by
Resource America and shares not purchased because of proration or conditional
tenders will be returned as promptly as practicable following the expiration of
the offer.
Resource America's offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal, which, as amended or supplemented from time to time, together
constitute the offer.
Resource America reserves the right, in its sole discretion, to purchase
more than 5 million shares pursuant to the offer.
You must carefully follow the instructions below if want to direct the
trustee to tender some or all of the shares held on your behalf in your 401(k)
Investment Savings Plan account. Failure to follow the instructions below
properly may make you ineligible to direct the trustees to tender the shares
held in your 401(k) Investment Savings Plan account in the offer. The trustees
of the 401(k) Investment Savings Plan are the holders of record of the shares
held in your 401(k) Investment Savings Plan account. Pursuant to your
instructions, the trustees, acting through the third party administrator, ATR,
Inc., will complete a Letter of Transmittal with respect to the shares held on
your behalf in your 401(k) Investment Savings Plan account. A tender of the
shares held on your behalf in your 401(k) Investment Savings Plan account can
be made only by the trustees of the savings plan as the registered holder of
the shares.
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If you tender shares, the tender proceeds will be reinvested pro-rata in
accordance with your current investment directions for new elective deferral
contributions. However, if your current investment directions for new elective
deferral contributions provide that some or all of your contributions are to be
invested in Resource America common stock, then that portion of the tender
proceeds will be invested in the Fidelity Spartan Money Market Fund. Once the
tender proceeds have been credited to your plan account, you may reallocate
your investments amoung the various investment funds under the 401(k)
Investment Savings Plan in the usual manner.
Because the terms and conditions of the Letter of Transmittal will govern
the tender of the shares held in the savings plan, you should read the Letter
of Transmittal carefully. The Letter of Transmittal, however, is furnished to
you for your information only and cannot be used by you to tender shares that
are held on your behalf in your plan account. You must use the enclosed
Directions Form to properly tender shares that are held in your plan account.
You should also read the Offer to Purchase carefully before making any decision
regarding the offer.
The offer is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and is being made to all record holders of shares
of common stock of Resource America. The offer is not being made to, nor will
tenders be accepted from or on behalf of, holders of shares of common stock of
Resource America residing in any jurisdiction in which the making of the offer
or acceptance thereof would not be in compliance with the securities laws of
that jurisdiction.
Tendering Shares. To instruct the trustees to tender any or all of the
shares held on your behalf in your 401(k) plan account, you must complete the
enclosed Directions Form and return it to ATR in the enclosed self-addressed
envelope.
Please note the following:
1. If you wish to tender some or all of the shares held on your behalf in
your 401(k) Investment Savings Plan account, ATR must receive your Directions
Form at least 3 business days before the expiration of the offer, otherwise the
trustees will not tender any shares held on your behalf in the 401(k)
Investment Savings Plan. The offer, proration period and withdrawal rights will
expire at 12:00 Midnight, Eastern time, on Tuesday, October 24, 2000, unless
the offer is extended. Consequently, your Directions Form must be received by
ATR no later than 12:00 Midnight, Eastern time on Thursday, October 19, 2000.
2. Shares held on your behalf in your savings plan account may be tendered
at prices not greater than $11.00 nor less than $9.00 per share.
3. The 401(k) Investment Savings Plan is prohibited from selling shares to
Resource America for a price that is less than the prevailing market price.
Accordingly, if you elect to tender shares at a price that is lower than the
prevailing price of Resource America's common stock on The Nasdaq Stock Market
at the expiration of the offer, the tender price you elect will be deemed to
have been increased to the closest tender price that is not less than that
closing price.
4. The offer is for up to 5 million shares, constituting approximately 21%
of the shares outstanding as of September 14, 2000. The offer is not
conditioned on any minimum number of shares being tendered. The offer is,
however, subject to other conditions described in the Offer to Purchase.
5. Resource America's Board of Directors has approved the making of the
offer. However, neither Resource America, Resource America's Board of
Directors, the Dealer Manager, the Information Agent nor any other person is
making any recommendation whether you should tender or refrain from tendering
your shares or at what purchase price you should choose to tender your shares.
You must make your own decision as to whether to tender your shares and, if so,
how many shares to tender and the price or prices at which you will tender
them.
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6. Tendering shareholders will not be obligated to pay any brokerage fees
or commissions or solicitation fees to the Dealer Manager, Depositary,
Information Agent or Resource America or, except as described in the Letter of
Transmittal, stock transfer taxes on the transfer of shares pursuant to the
offer.
7. As more fully described in the Offer to Purchase, tenders will be
deemed irrevocable unless timely withdrawn. If you instruct the trustee to
tender the shares held on your behalf in your 401(k) Investment Savings Plan
account, and you subsequently decide to change your instructions or withdraw
your tender of shares, you may do so by submitting a new Directions Form.
However, the new Directions Form will be effective only if it is received by
ATR, at the address on the back cover of the Offer to Purchase, on or before
12:00 Midnight, Eastern time on Thursday, October 19, 2000, 3 business days
before the expiration of the offer. Upon receipt of a timely submitted, new
Directions Form, your previous instructions to tender the shares will be deemed
canceled. Additional Directions Forms may be obtained by calling D.F. King &
Co., Inc., the Information Agent, at (800) 758-5880.
This letter has been prepared by Resource America and is being sent to you
by ATR at our request. Unless you direct the trustee on the enclosed Directions
Form to tender the shares held on your behalf in your 401(k) Investment Savings
Plan account, no shares will be tendered.
If you wish to tender shares held on your behalf in your 401(k) Investment
Savings Plan account, complete the Directions Form and either
1. Return it by mail to:
ATR, Inc.
Valley Forge Square II
681 Moore Road, Suite 310
King of Prussia, Pennsylvania 19406
or
2. Return it by facsimile to: (610) 337-7222.
If you have any questions about the offer or any of the other matters
discussed above, please call D.F. King & Co., Inc., the Information Agent, at
(800) 758-5880.
Sincerely,
Resource America, Inc.
DIRECTIONS FORM
WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
BY RESOURCE AMERICA, INC. OF
UP TO 5 MILLION SHARES OF ITS COMMON STOCK
The undersigned acknowledges receipt of the enclosed Offer to Purchase,
dated September 26, 2000, and the related Letter of Transmittal and Letter to
the Participants in Resource America's 401(k) Investment Savings Plan in
connection with the offer by Resource America, Inc. to purchase up to 5 million
shares of its common stock, $0.01 par value per share.
These Directions will instruct the trustees of Resource America's 401(k)
Investment Savings Plan and holders of record of shares of the 401(k)
Investment Savings Plan, to tender unconditionally the number of shares
indicated below (or if no number is indicated below, all shares) held by the
trustees for the undersigned's 401(k) Investment Savings Plan account upon the
terms and subject to the conditions set forth in the Offer to Purchase.
NOTE: Shares allocated to participant accounts for which directions are
not received will not be tendered.
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Number of Shares Tendered Unconditionally: ____________ Shares
(Please indicate the number of shares you wish the trustees to tender from your
401(k) Investment Savings Plan account. If this space is left blank, the
trustees will tender unconditionally all shares from your 401(k) Investment
Savings Plan account.)
Shares Tendered at Price Determined by Shareholder
(See Instruction 5 to the Letter of Transmittal)
By checking one of the following boxes below instead of the box under
"Shares Tendered at Price Determined Pursuant to the Offer," the undersigned
hereby instructs the trustees to tender shares in his or her plan account at
the price checked. This action could result in none of the shares being
purchased if the purchase price determined by Resource America for the shares
is less than the price checked below. A participant who desires to tender
shares at more than one price must complete a separate Directions Form for each
price at which shares are to be tendered. The same shares cannot be tendered at
more than one price.
Price (In Dollars) per Share at Which Shares Are to Be Tendered
/ / $9.000 / / $10.000 / / $11.000
/ / $9.125 / / $10.125
/ / $9.250 / / $10.250
/ / $9.375 / / $10.375
/ / $9.500 / / $10.500
/ / $9.625 / / $10.625
/ / $9.750 / / $10.750
/ / $9.875 / / $10.875
OR
Shares to Be Tendered at Price Determined Pursuant to the Offer
(See Instruction 5 to the Letter of Transmittal)
/ / The undersigned wants to maximize the chance of having Resource America
purchase all of the shares the undersigned is directing the trustees to tender
from his or her plan account (subject to the possibility of proration).
Accordingly, by checking this one box instead of one of the price boxes above,
the undersigned hereby instructs the trustees to tender shares in his or her
plan account and is willing to accept the purchase price determined by Resource
America in accordance with the terms of the offer. This action could result in
receiving a price per share of as low as $9.00.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING PARTICIPANT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE DELIVERY.
Dated ,2000
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(Signature)
Print Name:
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Print Social Security Number:
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Address:
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Daytime Telephone Number
with Area Code:
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