<PAGE>
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
RESOURCE AMERICA, INC.
Pursuant to the Offer to Purchase
Dated September 26, 2000
--------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MID
NIGHT, EASTERN TIME, ON Tuesday, October 24, 2000, UNLESS THE OFFER IS EXTENDED.
The Depositary for the Offer is: AMERICAN STOCK TRANSFER & TRUST COMPANY
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Deliver by mail or overnight courier to: Deliver by Hand to:
American Stock Transfer American Stock Transfer
& Trust Company & Trust Company
59 Maiden Lane 59 Maiden Lane -- Ground Floor
New York, New York 10038 New York, New York 10038
--------------------------------------------------------------------------------
Facsimile Transmission: (718) 234-5001
Confirm by Telephone: (718) 921-8200
You should read this Letter of Transmittal, including the accompanying
instructions, carefully before completing it.
--------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Name(s) and Address(es) of Registered
Holder(s) (Please fill in exactly as name(s) Shares Tendered
appear(s) on certificate(s)) (Attach additional signed list if necessary)
---------------------------------------------------------------------------------------------------
Total Number
of Shares
Represented Number
Certificate by of Shares
Number(s)(*) Certificate(*) Tendered(**)
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Total Shares:
---------------------------------------------------------------------------------------------------
</TABLE>
Indicate in this box the order (by certificate number) in which shares are to
be purchased in the event of proration.(***)
Attach additional signed list if necessary. See Instruction 9.
1st:2nd:3rd:4th:5th:
--------------------------------------------------------------------------------
(*) DOES NOT need to be completed by shareholders tendering shares by
book-entry transfer.
(**) Unless otherwise indicated, it will be assumed that all shares evidenced
by each certificate delivered to the Depositary are being tendered
hereby. See Instruction 4.
(***) If you do not designate an order, shares will be selected for purchase by
the Depositary in the event less than all shares tendered are purchased
due to proration.
--------------------------------------------------------------------------------
/ / CHECK HERE IF YOU ARE TENDERING LOST, STOLEN, DESTROYED OR MUTILATED
CERTIFICATE[S]. SEE INSTRUCTION 15.
--------------------------------------------------------------------------------
<PAGE>
--------------------------------------------------------------------------------
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITARY TRUST
COMPANY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
---------------------------------------------
Account Number:
------------------------------------------------------------
Transaction Code Number:
---------------------------------------------------
If the tendered shares are being tendered on behalf of customers, please
state the number of customer accounts for whose benefit the tender is
made:
/ / CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):
--------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
------------------------
Name of Institution which Guaranteed Delivery:
-----------------------------
Account Number (if delivered by book-entry transfer):
----------------------
--------------------------------------------------------------------------------
Delivery of this Letter of Transmittal to an address other than as set
forth above will not constitute a valid delivery. Deliveries to Resource
America will not be forwarded to the Depositary and therefore will not
constitute valid delivery. Deliveries to The Depositary Trust Company ("DTC")
will not constitute valid delivery to the Depositary. Deliveries of this Letter
of Transmittal for shares held in Resource America's 401(k) Investment Savings
Plan or Resource America's Employee Stock Ownership Plan will not constitute
valid direction to the trustees of either of these plans to tender shares.
This Letter of Transmittal is to be completed only if (a) certificates
representing shares are to be forwarded herewith, or (b) unless an Agent's
Message (as defined in the Offer to Purchase) is used or the acknowledgement
required by DTC's automated tender offer program is provided, a tender of
shares is to be made concurrently by book-entry transfer to the account
maintained by the Depositary at DTC as described in Section 3 of the Offer to
Purchase. Shareholders who desire to tender shares pursuant to the offer, but
whose share certificates are not immediately available or who cannot deliver
the certificates and all other documents required by this Letter of Transmittal
to the Depositary on or before the Expiration Date (as defined in the Offer to
Purchase), or who cannot comply with the procedure for book-entry transfer on a
timely basis, may nevertheless tender their shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. See
Instruction 2.
This Letter of Transmittal may not be used for shares held in Resource
America's Employee Stock Ownership Plan. See Instruction 17. Participants in
the Employee Stock Ownership Plan must follow the instructions in the "Letter
to Participants in Resource America's Employee Stock Ownership Plan" and
related materials sent to them separately.
If participants in Resource America's Employee Stock Ownership Plan own
shares apart from the Employee Stock Ownership Plan that they desire to tender,
such holders must submit this Letter of Transmittal with respect to those
shares. To tender shares in their accounts in the Employee Stock Ownership
Plan, the participants must follow the instructions described in the "Letter to
Participants in Resource America's Employee Stock Ownership Plan" and related
materials sent to them separately.
This Letter of Transmittal may not be used for shares held in Resource
America's 401(k) Investment Savings Plan. See Instruction 18. Participants in
the 401(k) Savings Plan must follow the instructions in the "Letter to
Participants in Resource America's 401(k) Investment Savings Plan" and related
materials sent to them separately.
2
<PAGE>
If participants in Resource America's 401(k) Investment Savings Plan own
shares apart from the plan that they desire to tender, such holders must both
submit this Letter of Transmittal to tender the non-plan shares, and follow the
instructions described in the "Letter to Participants in Resource America's
401(k) Investment Savings Plan" and related materials sent to them separately
to tender shares allocated to their plan account.
PRICE AT WHICH SHARES TENDERED
Shares Tendered at Price Determined by Shareholder
(See Instruction 5)
By checking one of the following boxes below instead of the box under "Shares
Tendered at a Price Determined Pursuant to the Offer," the undersigned hereby
tenders shares 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 shareholder who desires to
tender shares at more than one price must complete a separate Letter of
Transmittal for each price at which shares are tendered. The same shares cannot
be tendered at more than one price.
Price (In Dollars) per Share at Which Shares Are Being 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 Tendered at Price Determined Pursuant to the Offer
(See Instruction 5)
/ / The undersigned wants to maximize the chance that Resource America will
purchase all of the shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this one box instead of
one of the price boxes above, the undersigned hereby tenders shares 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.
ODD LOTS
(See Instruction 8)
To be completed only if shares are being tendered by or on behalf of a
person owning, beneficially or of record, an aggregate of fewer than 100 shares
(not including any shares held in Resource America's Employee Stock Ownership
Plan or in Resource America's 401(k) Investment Savings Plan). The undersigned
either (check one box):
/ / is the beneficial or record owner of an aggregate of fewer than 100 shares,
all of which are being tendered; or
/ / is a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering for the beneficial owner(s), shares with respect to which
it is the record holder, and (b) believes, based upon representations made
to it by the beneficial owner(s), that each such person is the beneficial
owner of an aggregate of fewer than 100 shares and is tendering all of the
shares.
In addition, the undersigned is tendering shares either (check one box):
/ / at the purchase price, as the same will be determined by Resource America
in accordance with the terms of the offer (persons checking this box need
not indicate the price per share above); or
/ / at the price per share indicated above in the section captioned "Shares
Tendered at Price Determined by Shareholder."
3
<PAGE>
CONDITIONAL TENDER
(See Instruction 16)
You may condition your tender of shares upon the purchase by Resource
America of a specified minimum number of the shares tendered, all as described
in Section 6 of the Offer to Purchase. Unless Resource America purchases at
least that minimum number of shares you indicate below pursuant to the terms of
the offer, none of the shares tendered will be purchased. It is your
responsibility to calculate the minimum number of shares that must be purchased
if any are purchased, and you are urged to consult your own tax advisor. Unless
this box has been checked and a minimum specified, the tender will be deemed
unconditional.
/ / The minimum number of shares that must be purchased, if any are purchased,
is: ________shares.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, Resource America may terminate or amend the offer or may
postpone the acceptance for payment of, or the payment for, shares tendered or
may accept for payment fewer than all of the shares tendered. In any event, the
undersigned understands that certificate(s) for any shares not tendered or not
purchased will be returned to the undersigned at the address indicated above,
unless otherwise indicated under the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" below.
The undersigned understands that acceptance of shares by Resource America
for payment will constitute a binding agreement between the undersigned and
Resource America upon the terms and subject to the conditions of the offer.
The check for the aggregate net purchase price for the shares tendered and
purchased will be issued to the order of the undersigned and mailed to the
address indicated above, unless otherwise indicated under the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" below. The undersigned acknowledges that Resource America has no
obligation, pursuant to the "Special Payment Instructions," to transfer any
shares from the name of their registered holder(s), or to order the
registration or transfer of any shares tendered by book-entry transfer, if
Resource America does not purchase any of the shares.
<TABLE>
<S> <C>
-------------------------------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 10) (SEE INSTRUCTIONS 1, 6, 7 AND 10)
To be completed only if certificate(s) for shares To be completed only if certificate(s) for shares
not tendered or not purchased and/or any not tendered or not purchased and/or any
check for the purchase price are to be issued in check for the purchase price is to be mailed or
the name of someone other than the sent to someone other than the undersigned, or
undersigned, or if shares tendered hereby and to the undersigned at an address other than
delivered by book-entry transfer which are not that designated above.
purchased are to be returned by credit to an
account at DTC other than that designated Mail: / / Check / / Share Certificate(s) to:
above.
Name: --------------------------------
(Please print)
Issue: / / Check / / Share Certificate(s) to:
Address: ------------------------------
Name: ---------------------------------
(Please print) ---------------------------------------
(Include Zip Code)
Address: ------------------------------
---------------------------------------
--------------------------------------- (Tax Identification or Social
(Include Zip Code) Security Number)
(See Substitute Form W-9)
---------------------------------------
(Tax Identification or Social
Security Number)
(See Substitute Form W-9)
/ / Credit shares delivered by book-entry
transfer and not purchased to the account
set forth below:
Account Number: -----------------------
-------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
To American Stock Transfer & Trust Company:
The undersigned hereby tenders to Resource America, Inc., a Delaware
corporation, the above-described shares of Resource America's common stock,
$0.01 par value per share, at the price per share indicated in this Letter of
Transmittal, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated September
26, 2000, receipt of which is hereby acknowledged, and in this Letter of
Transmittal which, as amended or supplemented from time to time, together
constitute the offer.
Subject to, and effective upon, acceptance for payment of the shares
tendered in accordance with the terms and subject to the conditions of the
offer, including, if the offer is extended or amended, the terms and conditions
of the extension or amendment, the undersigned agrees to sell, assign and
transfer to, or upon the order of, Resource America all right, title and
interest in and to all shares tendered and orders the registration of all
shares if tendered by book-entry transfer and irrevocably constitutes and
appoints the Depositary as the true and lawful agent and attorney-in-fact of
the undersigned with respect to the shares with full knowledge that the
Depositary also acts as the agent of Resource America, with full power of
substitution (the power of attorney being deemed to be an irrevocable power
coupled with an interest), to:
o deliver certificate(s) representing the shares or transfer ownership of
the shares on the account books maintained by DTC, together, in either
case, with all accompanying evidences of transfer and authenticity, to or
upon the order of Resource America upon receipt by the Depositary, as the
undersigned's agent, of the purchase price with respect to the shares;
o present certificates for the shares for cancellation and transfer on
Resource America's books; and
o receive all benefits and otherwise exercise all rights of beneficial
ownership of the shares, subject to the next paragraph, all in accordance
with the terms and subject to the conditions of the offer.
The undersigned covenants, represents and warrants to Resource America
that:
o the undersigned has full power and authority to tender, sell, assign and
transfer the shares tendered hereby and when and to the extent accepted
for payment, Resource America will acquire good, marketable and
unencumbered title to the tendered shares, free and clear of all security
interests, liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or transfer of the
shares, and not subject to any adverse claims;
o the undersigned understands that tenders of shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions will constitute the undersigned's acceptance of the terms and
conditions of the offer, including the undersigned's representation and
warranty that (i) the undersigned has a "net long position," within the
meaning of Rule 14e-4 under the Securities Exchange Act of 1934, in the
shares or equivalent securities at least equal to the shares being
tendered, and (ii) the tender of shares complies with Rule 14e-4;
o the undersigned will, upon request, execute and deliver any additional
documents deemed by the Depositary or Resource America to be necessary or
desirable to complete the sale, assignment and transfer of the shares
tendered; and
o the undersigned has read, understands and agrees to all of the terms of
the offer.
The undersigned understands that tenders of shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions will constitute a binding agreement between the undersigned and
Resource America upon the terms and subject to the conditions of the offer. The
undersigned acknowledges that under no circumstances will Resource America pay
interest on the purchase price, including without limitation, by reason of any
delay in making payment.
5
<PAGE>
All authority conferred or agreed to be conferred will survive the death
or incapacity of the undersigned, and any obligation of the undersigned will be
binding on the heirs, personal representatives, executors, administrators,
successors, assigns, trustees in bankruptcy and legal representatives of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that Resource America will determine a single
per share price, not greater than $11.00 nor less than $9.00, that it will pay
for shares properly tendered, taking into account the number of shares tendered
and the prices specified by tendering shareholders. 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. All shares acquired in the offer will be
acquired at the same purchase price. 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. 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.
6
<PAGE>
IMPORTANT
SHAREHOLDERS SIGN HERE
(Please Complete and Return the Attached Substitute Form W-9)
(Must be signed by the registered holder(s) exactly as holder(s) name(s)
appear(s) on certificate(s) for the shares or on a security position listing
or by person(s) authorized to become the registered holder(s) thereof by
certificates and documents transmitted with this Letter of Transmittal. If
signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or another person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 6.)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
(Signature(s) of Owner(s))
Dated: , 2000
------------
Name(s):
-------------------------------------------------------------------
---------------------------------------------------------------------------
(Please Print)
Capacity (full title):
-----------------------------------------------------
Address:
-------------------------------------------------------------------
---------------------------------------------------------------------------
(Include Zip Code)
Daytime Area Code and Telephone Number:
-----------------------------------
Tax Identification or Social Security Number:
------------------------------
Guarantee of Signature(s), if Required
(See Instructions 1 and 6)
Authorized Signature:
------------------------------------------------------
Name:
----------------------------------------------------------------------
(Please Print)
Title:
----------------------------------------------------------------------
Name of Firm:
--------------------------------------------------------------
Address:
-------------------------------------------------------------------
---------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number:
---------------------------------------------
Dated: , 2000
------------
IMPORTANT: COMPLETE AND SIGN THE ATTACHED SUBSTITUTE FORM W-9. NON-UNITED
STATES HOLDERS, HOWEVER, SHOULD OBTAIN AND COMPLETE A FORM W-8.
7
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer.
1. Guarantee of Signatures. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of the shares
(which term, for these purposes, includes any DTC participant whose name
appears on a security position listing as the owner of the shares) tendered
exactly as the name of the registered holder appears on the certificate(s) for
the shares tendered with this Letter of Transmittal and payment and delivery
are to be made directly to the owner unless the owner has completed either the
box entitled "Special Payment Instructions" or "Special Delivery Instructions"
above; or (b) the shares are tendered for the account of a bank, broker,
dealer, credit union, savings association or other entity which is a member in
good standing of the Securities Transfer Agents Medallion Program or a bank,
broker, dealer, credit union, savings association or other entity which is an
"eligible guarantor institution," as that term is defined in Rule 17Ad-15 under
the Securities Exchange Act (each of the foregoing constituting an "Eligible
Institution").
In all other cases, an Eligible Institution must guarantee all signatures
on this Letter of Transmittal. See Instruction 6.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed only if certificates
for shares are delivered with it to the Depositary (or the certificates will be
delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary) or if a tender for shares is being made concurrently pursuant to
the procedure for tender by book-entry transfer set forth in Section 3 of the
Offer to Purchase. Certificates for all physically tendered shares must be
delivered or mailed or confirmation of a book-entry transfer into the
Depositary's account at DTC of shares tendered electronically must be received
or a valid tender through DTC's automated tender offer program must be made,
and in each case a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile of the Letter of Transmittal), including any
required signature guarantees, an Agent's Message in the case of a book-entry
transferor, the specific acknowledgement in the case of a tender through DTC's
automated tender offer program, and any other documents required by this Letter
of Transmittal, should be mailed or delivered to the Depositary at the
appropriate address set forth in this document and must be delivered to the
Depositary on or before the Expiration Date. Delivery of documents to DTC does
not constitute delivery to the Depositary.
Participants in DTC may tender their shares in accordance with the DTC's
automated tender offer program to the extent it is available to such
participants for the shares they wish to tender. A shareholder tendering
through the automated tender offer program must specifically acknowledge that
the shareholder has received and agreed to be bound by the Letter of
Transmittal and that the Letter of Transmittal may be enforced against such
shareholder.
Shareholders whose certificates are not immediately available or who
cannot deliver certificates for their shares and all other required documents
to the Depositary before the Expiration Date, or whose shares cannot be
delivered on a timely basis pursuant to the procedures for book-entry transfer,
must tender their shares by or through an Eligible Institution by properly
completing and duly executing and delivering a Notice of Guaranteed Delivery
(or facsimile of the Notice of Guaranteed Delivery) and by otherwise complying
with the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase. Pursuant to that procedure, certificates for all physically tendered
shares or book-entry confirmations, as the case may be, as well as this
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile of this Letter of Transmittal), an Agent's Message in the case of a
book-entry transfer or the specific acknowledgement in the case of a tender
through DTC's automated tender offer program, and all other documents required
by this Letter of Transmittal, must be received by the Depositary within 3
business days after receipt by the Depositary of the Notice of Guaranteed
Delivery, all as provided in Section 3 of the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, facsimile transmission or mail to the Depositary and must include
a guarantee by an Eligible Institution in the form set forth therein. For
shares to be tendered validly pursuant to the guaranteed delivery procedure,
the Depositary must receive the Notice of Guaranteed Delivery on or before the
Expiration Date.
8
<PAGE>
The method of delivery of all documents, including certificates for
shares, the Letter of Transmittal and any other required documents, is at the
election and risk of the tendering shareholder. If delivery is by mail,
Resource America recommends that you use registered mail with return receipt
requested, properly insured. In all cases, sufficient time should be allowed to
ensure timely delivery.
Resource America will not accept any alternative, conditional or
contingent tenders, except as expressly provided in Section 6 of the Offer to
Purchase. All tendering shareholders, by execution of this Letter of
Transmittal (or a facsimile of this Letter of Transmittal), waive any right to
receive any notice of the acceptance of their tender.
3. Inadequate Space. If the space provided in the box entitled
"Description of Shares Tendered" above is inadequate, the certificate numbers
and/or the number of shares should be listed on a separate signed schedule and
attached to this Letter of Transmittal.
4. Partial Tenders and Unpurchased Shares. (Not applicable to shareholders
who tender by book-entry transfer.) If fewer than all of the shares evidenced
by any certificate are to be tendered, fill in the number of shares that are to
be tendered in the column entitled "Number of Shares Tendered" in the box
entitled "Description of Shares Tendered" above. In that case, if any tendered
shares are purchased, a new certificate for the remainder of the shares
(including any shares not purchased) evidenced by the old certificate(s) will
be issued and sent to the registered holder(s), unless otherwise specified in
either the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" in this Letter of Transmittal, as soon as
practicable after the Expiration Date. Unless otherwise indicated, all shares
represented by the certificate(s) set forth above and delivered to the
Depositary will be deemed to have been tendered.
5. Indication of Price at Which Shares are Being Tendered. For shares to
be properly tendered, the shareholder must either (1) check the box next to the
section captioned "Shares Tendered at Price Determined Pursuant to the Offer"
in this Letter of Transmittal or (2) check one of the boxes in the section
captioned "Shares Tendered at Price Determined by Shareholder" in this Letter
of Transmittal indicating the price at which the shareholder is tendering
shares. Only one box may be checked. If more than one box is checked or if no
box is checked, the shares will not be properly tendered. A shareholder wishing
to tender portions of the holder's shares at different prices must complete a
separate Letter of Transmittal for each price at which the holder wishes to
tender each portion of the holder's shares. The same shares cannot be tendered
(unless previously and properly withdrawn as provided in Section 4 of the Offer
to Purchase) at more than one price.
6. Signatures on Letter Of Transmittal; Stock Powers and Endorsements.
o If this Letter of Transmittal is signed by the registered holder(s) of
the shares tendered, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without any change
whatsoever.
o If the shares tendered are registered in the names of two or more
joint holders, each holder must sign this Letter of Transmittal.
o If any tendered shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles) as there are different
registrations of certificates.
o When this Letter of Transmittal is signed by the registered holder(s)
of the shares tendered, no endorsement(s) of certificate(s)
representing the shares or separate stock power(s) are required unless
payment is to be made or the certificate(s) for shares not tendered or
not purchased are to be issued to a person other than the registered
holder(s). Signature(s) on the certificate(s) must be guaranteed by an
Eligible Institution. If this Letter of Transmittal is signed by a
person other than the registered holder(s) of the certificate(s)
listed, or if payment is to be made or certificate(s) for shares not
tendered or not purchased are to be issued to a person other than the
registered holder(s), the certificate(s) must be endorsed or
accompanied by appropriate stock power(s), in either
9
<PAGE>
case signed exactly as the name(s) of the registered holder(s) appears
on the certificate(s), and the signature(s) on the certificate(s) or
stock power(s) must be guaranteed by an Eligible Institution. See
Instruction 1.
o If this Letter of Transmittal or any certificate(s) or stock power(s)
is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or any other person acting
in a fiduciary or representative capacity, that person should so
indicate when signing this Letter of Transmittal and must submit proper
evidence satisfactory to Resource America of his or her authority so to
act.
7. Stock Transfer Taxes. Except as provided in this Instruction 7, no
stock transfer tax stamps or funds to cover tax stamps need accompany this
Letter of Transmittal. Resource America will pay any stock transfer taxes
payable on the transfer to it of shares purchased pursuant to the offer. If,
however, (a) payment of the purchase price for shares tendered and accepted for
purchase is to be made to any person other than the registered holder(s); (b)
shares not tendered or rejected for purchase are to be registered in the
name(s) of any person(s) other than the registered holder(s); or (c)
certificate(s) representing tendered shares are registered in the name(s) of
any person(s) other than the person(s) signing this Letter of Transmittal, then
the Depositary will deduct from the purchase price the amount of any stock
transfer taxes (whether imposed on the registered holder(s), other person(s) or
otherwise) payable on account of the transfer to that person, unless
satisfactory evidence of the payment of the taxes or any exemption therefrom is
submitted.
8. Odd Lots. As described in Section 1 of the Offer to Purchase, if
Resource America is to purchase fewer than all shares tendered before the
Expiration Date and not properly withdrawn, the shares purchased first will
consist of all shares properly tendered by any shareholder who owned,
beneficially or of record, an aggregate of fewer than 100 shares (not including
any shares held in Resource America's Employee Stock Ownership Plan or in its
401(k) Investment Savings Plan), and who tenders all of the holder's shares at
or below the purchase price (an "odd lot holder"). This preference will not be
available unless the section captioned "Odd Lots" is completed.
9. Order of Purchase in Event of Proration. As described in Section 1 of
the Offer to Purchase, shareholders may designate the order in which their
shares are to be purchased in the event of proration. The order of purchase may
have an effect on the federal income tax treatment of the purchase price for
the shares purchased. See Sections 1 and 14 of the Offer to Purchase.
10. Special Payment and Delivery Instructions. If certificate(s) for
shares not tendered or not purchased and/or check(s) are to be issued in the
name of a person other than the signer of this Letter of Transmittal or if the
certificates and/or checks are to be sent to someone other than the person
signing this Letter of Transmittal or to the signer at a different address, the
box entitled "Special Payment Instructions" and/or the box entitled "Special
Delivery Instructions" on this Letter of Transmittal should be completed as
applicable and signatures must be guaranteed as described in Instruction 1.
11. Irregularities. All questions as to the number of shares to be
accepted, the price to be paid for the shares and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any
tender of shares will be determined by Resource America in its sole discretion.
Resource America's determination will be final and binding on all parties.
Resource America reserves the absolute right to reject any or all tenders of
shares it determines not to be in proper form or the acceptance of which or
payment for which may, in the opinion of Resource America's counsel, be
unlawful. Resource America also reserves the absolute right to waive any of the
conditions of the offer or any defect or irregularity in any tender with
respect to any particular shares or any particular shareholder. Resource
America's interpretation of the terms of the offer (including these
Instructions) will be final and binding on all parties. No tender of shares
will be deemed to be properly made until all defects and irregularities have
been cured by the tendering shareholder or waived by Resource America. Unless
waived, any defects or irregularities in connection with tenders must be cured
within a time period that Resource America will determine. None of Resource
America, the Dealer Manager (as defined in the Offer to Purchase), the
Depositary, the Information Agent (as defined in the Offer to Purchase) or any
other person is or will be obligated to give notice of any defects or
irregularities in tenders and none of them will incur any liability for failure
to give any notice of defect or irregularity.
10
<PAGE>
12. Questions and Requests for Assistance and Additional Copies. You may
request additional copies of the Offer to Purchase, the Letter of Transmittal
or the Notice of Guaranteed Delivery from the Information Agent at its address
and telephone numbers set forth on the back cover of the Offer to Purchase.
13. Tax Identification Number and Backup Withholding. Federal income tax
law generally requires that a shareholder whose tendered shares are accepted
for purchase, or the shareholder's assignee (in either case, the "payee"),
provide the Depositary with the payee's correct Taxpayer Identification Number
("TIN"), which, in the case of a payee who is an individual, is the payee's
social security number. If the Depositary is not provided with the correct TIN
or an adequate basis for an exemption, the payee may be subject to penalties
imposed by the Internal Revenue Service and backup withholding in an amount
equal to 31% of the gross proceeds received pursuant to the offer. If
withholding results in an overpayment of taxes, a refund may be obtained.
To prevent backup withholding, each payee must provide the payee's correct
TIN by completing the Substitute Form W-9 set forth in this document,
certifying that the TIN provided is correct (or that the payee is awaiting a
TIN) and that (i) the payee is exempt from backup withholding, (ii) the payee
has not been notified by the Internal Revenue Service that the payee is subject
to backup withholding as a result of a failure to report all interest or
dividends, or (iii) the Internal Revenue Service has notified the payee that
the payee is no longer subject to backup withholding.
If the payee lacks a TIN, the payee should (i) consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for instructions on applying for a TIN, (ii) write "Applied For" in
the space provided in Part I of the Substitute Form W-9, and (iii) sign and
date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer
Identification Number set forth in this document. If the payee does not provide
the payee's TIN to the Depositary within 60 days, backup withholding will begin
and continue until the payee furnishes the payee's TIN to the Depositary. Note
that writing "Applied For" on the Substitute Form W-9 means that the payee has
already applied for a TIN or that the payee intends to apply for one in the
near future.
If shares are held in more than one name or are not in the name of the
actual owner, consult the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for information on which TIN to
report.
Exempt payees (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt payee
should write "Exempt" in Part II of the Substitute Form W-9. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on the
Substitute Form W-9 for additional instructions. In order for a nonresident
alien or foreign entity to qualify as exempt, that person must submit a
completed IRS Form W-8 Certificate of Foreign Status or a Substitute Form W-8,
signed under penalty of perjury attesting to the exempt status. This form may
be obtained from the Depositary.
14. Withholding for Non-United States Holders. Even if a non-United States
holder (as defined in Section 14 of the Offer to Purchase) has provided the
required certification to avoid backup withholding, the Depositary will
withhold United States federal income taxes equal to 30% of the gross payments
payable to a non-United States holder or his or her agent unless the Depositary
determines that a reduced rate of withholding is available under a tax treaty
or that an exemption from withholding is applicable because the gross proceeds
are effectively connected with the conduct of a trade or business within the
United States. To obtain a reduced rate of withholding under a tax treaty, a
non-United States holder must deliver to the Depositary before the payment a
properly completed and executed IRS Form 1001. To obtain an exemption from
withholding on the grounds that the gross proceeds paid pursuant to the offer
are effectively connected with the conduct of a trade or business within the
United States, a non-United States holder must deliver to the Depositary a
properly completed and executed IRS Form 4224. A non-United States holder that
qualifies for an exemption from withholding by delivering IRS Form 4224 will
generally be required to file a United States federal income tax return and
will be subject to United States federal income tax on income derived from the
sale of shares pursuant to the offer in the manner and to the extent described
in Section 14 of the Offer
11
<PAGE>
to Purchase as if it were a United States holder. The Depositary will determine
a shareholder's status as a non-United States holder and eligibility for a
reduced rate of, or exemption from, withholding by reference to any outstanding
certificates or statements concerning eligibility for a reduced rate of, or
exemption from, withholding (e.g., IRS Form 1001 or IRS Form 4224) unless facts
and circumstances indicate that reliance is not warranted. A non-United States
holder may be eligible to obtain a refund of all or a portion of any tax
withheld if the non-United States holder meets those tests described in Section
14 of the Offer to Purchase that would characterize the exchange as a sale (as
opposed to a dividend) or is otherwise able to establish that no tax or a
reduced amount of tax is due.
Non-United States holders are urged to consult their tax advisors
regarding the application of United States federal income tax withholding,
including eligibility for a withholding tax reduction or exemption, and the
refund procedure.
15. Lost, Stolen, Misplaced or Destroyed Certificates. Shareholders whose
certificates for all or part of their shares have been lost, stolen, misplaced
or destroyed must notify American Stock Transfer & Trust Company, which is also
the transfer agent for Resource America's common stock, at (800) 937-5449.
American Stock Transfer & Trust Company will instruct shareholders as to the
procedures to be followed in order to replace the certificate.
16. Conditional Tenders. As described in Section 6 of the Offer to
Purchase, shareholders may condition their tenders on all or a minimum number
of their tendered shares being purchased. If Resource America will purchase
less than all of the shares tendered before the Expiration Date and not
withdrawn, the Depositary will perform a preliminary proration, and any shares
tendered at or below the purchase price pursuant to a conditional tender for
which the condition was not satisfied by the preliminary proration will be
deemed withdrawn, subject to reinstatement if such conditionally tendered
shares are subsequently selected by random lot for purchase subject to Section
6 of the Offer to Purchase. Conditional tenders will be selected by lot only
from shareholders who tender all of their shares. All tendered shares will be
deemed unconditionally tendered unless the "Conditional Tender" box is
completed. The conditional tender alternative is made available so that a
shareholder may assure that the purchase of shares from the shareholder
pursuant to the offer will be treated as a sale of the shares by the
shareholder, rather than the payment of a dividend to the shareholder, for
federal income tax purposes. Odd lot shares, which will not be subject to
proration, cannot be conditionally tendered. It is the tendering shareholder's
responsibility to calculate the minimum number of shares that must be purchased
from the shareholder in order for the shareholder to qualify for sale (rather
than dividend) treatment, and each shareholder is urged to consult his or her
own tax advisor.
In the event of proration, any shares tendered pursuant to a conditional
tender for which the minimum requirements are not satisfied may not be accepted
and thereby will be deemed withdrawn.
17. Resource America's Employee Stock Ownership Plan. Participants in
Resource America's Employee Stock Ownership Plan may not use this Letter of
Transmittal to direct the tender of shares held in their Employee Stock
Ownership Plan account, but must comply with the instructions found in the
"Letter to Participants in Resource America's Employee Stock Ownership Plan"
sent separately to them. Participants in the Employee Stock Ownership Plan are
urged to carefully read the "Letter to Participants in Resource America's
Employee Stock Ownership Plan" and related materials sent to them.
18. Resource America's 401(k) Investment Savings Plan. Participants in
Resource America's 401(k) Investment Savings Plan may not use this Letter of
Transmittal to direct the tender of shares allocated to their plan accounts,
but must comply with the instructions found in the "Letter to Participants in
Resource America's 401(k) Investment Savings Plan" sent separately to them.
Participants in the 401(k) Investment Savings Plan are urged to carefully read
the "Letter to Participants in Resource America's 401(k) Investment Savings
Plan" and related materials sent to them.
This Letter of Transmittal, properly completed and duly executed (or a
manually signed facsimile of this Letter of Transmittal), together with
certificates representing shares being tendered (or confirmation of book-entry
transfer by the Depositary) and all other required documents, or a Notice of
Guaranteed Delivery, must be received before 12:00 Midnight, Eastern time, on
the Expiration Date. Shareholders are encouraged to return a completed
Substitute Form W-9 with this Letter of Transmittal.
12
<PAGE>
TO BE COMPLETED BY ALL REGISTERED
HOLDERS OF SHARES BEING TENDERED
<TABLE>
<S> <C> <C>
--------------------------------------------------------------------------------------------------------
SUBSTITUTE FORM W-9 Part 1: PLEASE PROVIDE -------------------------
YOUR TIN IN THE APPROPRI- Social Security Number
ATE BOX AT RIGHT AND OR
CERTIFY BY SIGNING AND -------------------------
DATING BELOW. Employer Identification Number
------------------------- Part 2 -- For Payees exempt
DEPARTMENT OF THE NAME (if a joint account or you
TREASURY INTERNAL changed your name, see from backup withholding, see
REVENUE SERVICE Guidelines)
------------------------- Instruction 13 above and
CHECK APPROPRIATE BOX:
/ / Individual/Sole Proprietor Guidelines for Certification of
/ / Corporation / / Partnership Taxpayer-Identification Number
/ / Other ------------ on Substitute Form W-9
Payer's Request for Taxpayer ------------------------- enclosed herewith and com-
Identification Number ("TIN") BUSINESS NAME, if different plete as instructed herein.
and Certification from above (See Guidelines):
-------------------------
ADDRESS
-------------------------
-------------------------
CITY STATE ZIP CODE
--------------------------------------------------------------------------------------------------------
</TABLE>
Part 3 -- CERTIFICATION -- Under penalties of perjury, I certify that (i) the
number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me) and (ii) I am not subject to backup
withholding because: (a) I am exempt from backup withholding; or (b) I have not
been notified that I am subject to backup withholding as a result of a failure
to report all interest or dividends; or (c) the IRS has notified me that I am no
longer subject to backup with- holding.
SIGNATURE DATE
---------------------------------------- ---------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item (ii) above if you have
been notified by the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax return. If you are
exempt from backup withholding, check the box in Part 5 below.
--------------------------------------------------------------------------------
Part 4 -- AWAITING TIN / / Part 5 -- EXEMPT TIN / /
--------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 4 OF THIS SUBSTITUTE FORM W-9.
13
<PAGE>
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a taxpayer identification number has
not been issued to me, and that I mailed or delivered an application to receive
a taxpayer identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office (or I intend to mail or deliver
an application in the near future). I understand that if I do not provide a
taxpayer identification number to the payer within 60 days, the payer is
required to withhold 31% of all reportable payments made to me thereafter until
I provide a number.
Signature Date
--------------------------------------------- -------------------
--------------------------------------------------------------------------------
14
<PAGE>
The Information Agent for the offer is:
D.K. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 758-5880
The Dealer Manager for the offer is:
Friedman, Billings, Ramsey & Co., Inc.
Potomac Tower
1001 Nineteenth Street North
Arlington, Virginia 22209
(703) 312-9500
15
