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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d - 100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Resource America, Inc.
(Name of Subject Company (Issuer))
Resource America, Inc. (Issuer/Offeror)
(Names of Filing Persons (Identifying status as Offeror,
Issuer or Other Person))
Common Stock, $0.01 par value
(Title of Class of Securities)
761195 20 5
(CUSIP Number of Class of Securities)
Edward E. Cohen
Chairman and Chief Executive Officer
Resource America, Inc.
1521 Locust Street
Philadelphia, PA 19102
(215) 546-5005
Copy to:
J. Baur Whittlesey, Esq.
Ledgewood Law Firm, P.C.
1521 Locust Street
Philadelphia, PA 19102
(215) 731-9450
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
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$55,000,000 $11,000**
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*For the sole purpose of calculating the filing fee in accordance with Rule 0-11
under the Securities Exchange Act of 1934. This calculation assumes the purchase
of 5 million shares of common stock at the maximum tender offer price of $11.00
per share.
**Filing fee was paid at the time of the initial filing.
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[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: _______________ Filing Party: _______________
Form or Registration No.: _____________ Date Filed: _________________
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
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This Amendment No. 1 to the Tender Offer Statement on Schedule TO
relates to the offer by Resource America, Inc., a Delaware corporation, to
purchase shares of its common stock, $0.01 par value per share. Resource America
is offering to purchase up to 5 million shares, or such lesser number of shares
as are properly tendered and not properly withdrawn, at a price not greater than
$11.00 nor less than $9.00 per share, net to the seller in cash, without
interest. Resource America's offer is being made upon the terms and subject to
the conditions set forth in the Offer to Purchase dated September 26, 2000 and
the related Letter of Transmittal which, as amended or supplemented from time to
time, together constitute the offer. This Amendment No. 1 to the Tender Offer
Statement on Schedule TO is intended to satisfy the reporting requirements of
Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of
Transmittal, copies of which are filed with this Amendment No. 1 to Schedule TO
as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, is incorporated
herein by reference in answer to Items 1 through 11 in this Amendment No. 1 to
the Tender Offer Statement on Schedule TO.
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Purchase.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Letter to Participants in Resource America's Employee Stock
Ownership Plan.
(a)(1)(v) Letter to Participants in Resource America's 401(k) Investment
Savings Plan.
(a)(1)(vi) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees.
(a)(5)(ii) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(5)(iii) Press Release dated September 26, 2000.
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(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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SIGNATURE
After due 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.
Dated: October 17, 2000 RESOURCE AMERICA, INC.
By: /s/ Michael S. Yecies
-----------------------------------
Name: Michael S. Yecies
Title: Vice President, Chief Legal
Officer and Secretary
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
(a)(1)(i) Offer to Purchase.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Letter to Participants in Resource America's Employee
Stock Ownership Plan.
(a)(1)(v) Letter to Participants in Resource America's 401(k)
Investment Savings Plan.
(a)(1)(vi) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(ii) Guidelines for Certification of Taxpayer identification
Number on Substitute Form W-9.
(a)(5)(iii) Press Release dated September 26, 2000.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
