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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. 2)
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: [ ]
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This Amendment No. 2 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. 2 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. 2 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
On October 25, 2000, Resource America issued a press release relating
to the announcement of the preliminary results of its "Dutch Auction" tender
offer, which expired on October 24, 2000. This press release is included herein
as Exhibit (a)(5)(iv) and 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.**
(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: October 25, 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
