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RESOURCE AMERICA, INC.
Notice of Guaranteed Delivery
for
Tender of Shares of Common Stock
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the offer if certificates evidencing shares of
common stock, $0.01 par value per share, of Resource America, Inc., a Delaware
corporation, are not immediately available, or if the procedure for book-entry
transfer described 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, cannot be completed on a timely basis or
time will not permit all required documents, including a properly completed and
duly executed Letter of Transmittal (or a manually signed facsimile of the
Letter of Transmittal), an Agent's Message in the case of a book-entry transfer
(as defined in the Offer to Purchase) or the specific acknowledgement in the
case of a tender through the Automated Tender Offer Program of DTC (as defined
in the Offer to Purchase), and any other required documents, to reach the
Depositary prior to the Expiration Date (as defined in the Offer to Purchase).
This Notice of Guaranteed Delivery, properly completed and duly executed,
may be delivered by hand, mail or facsimile transmission to the Depositary. See
Section 3 of the Offer to Purchase.
The Depositary for the offer is:
American Stock Transfer & Trust Company
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By Mail or Overnight Delivery: By Facsimile Transmission (for EligibleInstitutions Only): By Hand Delivery:
59 Maiden Lane (718) 234-5001 59 Maiden Lane - Ground Floor
New York, New York 10038 Confirm Receipt of Facsimile by Telephone: New York, New York 10038
(718) 921-8200
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Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of instructions via facsimile transmission
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 DTC will not constitute valid
delivery to the Depositary.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined in the Offer to Purchase)
under the instructions to the Letter of Transmittal, the signature guarantee
must appear in the applicable space provided in the signature box on the Letter
of Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
THE GUARANTEE ON THE LAST PAGE OF THIS NOTICE MUST BE COMPLETED.
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Notice of Guaranteed Delivery:
The undersigned tenders to Resource America at the price per share
indicated in this Notice of Guaranteed Delivery, upon the terms and subject to
the conditions described in the Offer to Purchase and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the number of shares
specified below pursuant to the guaranteed delivery procedure described in
Section 3 of the Offer to Purchase.
Number of shares to be tendered: ___________shares.
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 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 to the Letter of Transmittal)
/ / The undersigned wants to maximize the chance of having Resource
America 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 the undersigned receiving a
price per share as low as $9.00.
_______________________________________________________________________________
Signature(s): _______________________ Daytime Area Code and Telephone Number:
Name(s) of Record Holder(s):_________ ______________________________________
Please Type or Print
Date:_____________________________, 2000
_____________________________________ If shares will be delivered by
book-entry transfer, provide the
_____________________________________ following information:
Certificate No.(s):__________________ Account No.:___________________________
Address:____________________________ _______________________________________
Zip Code
_______________________________________________________________________________
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Odd Lots
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 its 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) of 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 person
was the beneficial or record owner of an aggregate of fewer than 100
shares and is tendering all of those shares.
In addition, the undersigned is tendering shares either (check one box):
/ / at the purchase price determined by Resource America in accordance with
the terms of the offer (persons checking this box need not indicate the
price per share below); or
/ / at the price per share indicated below in the section captioned "Shares
Tendered at Price Determined by Shareholder."
Conditional Tender
You may condition your tender of shares upon Resource America purchasing a
specified minimum number of the shares tendered, all as described in the Offer
to Purchase, particularly in Section 6. Unless at least the minimum number of
shares you indicate below is purchased by Resource America pursuant to the
terms of the offer, none of the shares tendered by you 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 completed 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.
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GUARANTEE
(Not to be used for a signature guarantee)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that 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 that is an "eligible guarantor institution," as
that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange
Act of 1934, as amended (each of the foregoing constituting an "Eligible
Institution"), guarantees the delivery to the Depositary of the shares
tendered, in proper form for transfer, or a confirmation that the shares
tendered have been delivered pursuant to the procedure for book-entry transfer
described in the Offer to Purchase into the Depositary's account at DTC, in
each case together with a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile of the 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 the Automated Tender Offer
Program of DTC, and any other required documents, all within 3 business days
after the date of receipt by the Depositary of this Notice of Guaranteed
Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates representing shares to the Depositary within the time period set
forth in the Offer to Purchase. Failure to do so could result in a financial
loss to the Eligible Institution.
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Name of Firm:
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Address:
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Zip Code
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Area Code and Telephone Number:
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Authorized Signature:
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Name:
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Please Print:
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Title:
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Dated: , 2000
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Note: Do not send share certificates with this form. Certificates for shares
should be sent with the Letter of Transmittal.
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