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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(Rule 14d - 100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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.
**Previously paid.
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[X] 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: $11,000 Filing Party: Resource America
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Form or Registration No.: Schedule TO Date Filed: September 26, 2000
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[ ] 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: [X]
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This Amendment No. 3 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 offered
to purchase up to 5 million shares, or such lesser number of shares as were
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 was 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 constituted the offer. This Amendment No. 3 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. Copies of
the Offer to Purchase and the related Letter of Transmittal were previously
filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
The information in the Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference in answer to Items 1 through 11
in this Amendment No. 3 to the Tender Offer Statement on Schedule TO, except
that such information is hereby amended and supplemented to the extent
specifically provided herein.
ITEM 11. ADDITIONAL INFORMATION
The offer expired on October 24, 2000. A total of 9,308,988 shares were
validly tendered and not withdrawn at a price of $9.00 per share, which was the
purchase price for the offer. The foregoing total excludes shares conditionally
tendered where the condition was not satisfied. Resource America accepted for
payment 5,000,000 shares plus an additional 472,021 shares which it had the
right to purchase, as set forth in the offer. The final proration factor was
58.7713%. Following purchase of the shares tendered, Resource America will have
approximately 18.1 million shares issued and outstanding.
On October 31, 2000, Resource America issued a press release announcing the
final results of the offer. A copy of the press release is set forth in Exhibit
(a)(5)(v) hereto and is incorporated herein by reference.
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 1989 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.*
(a)(5)(iv) Press Release dated October 25, 2000.*
(a)(5)(v) Press Release dated October 31, 2000. **
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Previously filed on Schedule TO
** Filed herewith
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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: November 1, 2000 RESOURCE AMERICA, INC.
By: /s/ Michael S. Yecies
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Name: Michael S. Yecies
Title: Vice President, Chief Legal
Officer and Secretary
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EXHIBIT (a)(5)(v)
RESOURCE AMERICA, INC. ANNOUNCES
FINAL RESULTS OF DUTCH AUCTION
Philadelphia, PA, October 31, 2000 - Resource America, Inc. (Nasdaq- REXI)
today announced the final results of its "Dutch Auction" tender offer, which
expired on October 24, 2000. Based on the final count by the depositary for the
tender offer, 9,308,988 shares of common stock (excluding shares conditionally
tendered where the condition was not satisfied) were properly tendered at $9.00
per share and not withdrawn. This tender is in excess of the 5,000,000 shares
Resource had offered to purchase.
Resource exercised its right to purchase an additional 472,021 shares in
the offer. Because the offer was oversubscribed at $9.00 per share, the amount
Resource will purchase from each shareholder who tendered at that price (which
includes shareholders who specified in their tenders that they would accept the
price determined by the offer) will be pro-rated. Based upon the final count by
the depositary, the pro-ration factor is 58.8%.
Resource commenced the tender offer on September 26, 2000, when it offered
to purchase up to 5,000,000 shares of its common stock (plus, at its option, an
additional 472,021 shares) at a price between $9.00 and $11.00 per share net to
the seller in cash, without interest.
Resource currently has approximately 23.6 million shares issued and
outstanding. Resource expects to have approximately 18.1 million shares issued
and outstanding immediately following payment for the tendered shares.
Payment for those shares accepted, and the return all other shares
tendered, will be made promptly.
The Dealer Manager for the tender offer was Friedman, Billings, Ramsey &
Co., Inc. and the Information Agent was D.F. King & Co., Inc.
Resource America, Inc. operates businesses in energy, energy technology and
real estate finance.
