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Offer to Purchase for Cash
by
Resource America, Inc.
up to 5,000,000 Shares of its Common Stock
at a Purchase Price not Greater than $11.00 nor Less Than $9.00 Per Share
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON TUESDAY, OCTOBER 24, 2000,
UNLESS THE OFFER IS EXTENDED.
September 26, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Resource America, Inc., a Delaware corporation, has appointed us to act as
the dealer manager in connection with its offer to purchase shares of its
common stock, $0.01 par value per share. The offer is for the purchase of up to
5 million shares at a price not greater than $11.00 nor less than $9.00 per
share, net to the seller in cash, without interest, as specified by
shareholders tendering their shares.
Resource America will determine 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tendered, all shares that are properly tendered and not withdrawn.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.
Resource America's offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal, which, as amended or supplemented from time to time, together
constitute the offer.
Only shares properly tendered at prices at or below the purchase price and
not properly withdrawn will be purchased. However, because of the "odd lot"
priority, proration and conditional tender provisions described in the Offer to
Purchase, all of the shares tendered at or below the purchase price will not be
purchased if more than the number of shares Resource America seeks are properly
tendered. 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 as promptly as practicable following the
Expiration Date.
Resource America reserves the right, in its sole discretion, to purchase
more than 5 million shares pursuant to the offer.
The offer is not conditioned on any minimum number of shares being
tendered. The offer is, however, subject to other conditions.
If at the expiration of the offer more than 5 million shares, or any
greater number of shares as Resource America may elect to purchase, are
properly tendered at or below the purchase price and not properly withdrawn,
Resource America will buy shares first from any person (an "odd lot holder")
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 its 401(k) Investment Savings Plan) and so certified in the appropriate
place on the Letter of Transmittal and, if applicable, on a Notice of
Guaranteed Delivery, who properly tender all their shares at or below the
purchase price, and then on a pro rata basis from all other shareholders who
properly tender shares at prices at or below the purchase price, subject to the
conditional tender provisions.
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For your information and for forwarding to those of your clients for whom
you hold shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. The Offer to Purchase dated September 26, 2000 and related letter to
the shareholders of Resource America dated September 26, 2000 from Edward E.
Cohen, Chairman, Chief Executive Officer and President of Resource America.
2. The Letter of Transmittal for your use and for the information of your
clients, together with the accompanying Substitute Form W-9. Facsimile copies
of the Letter of Transmittal, with manual signatures, may be used to tender
shares.
3. The Notice of Guaranteed Delivery to be used to accept the offer and
tender shares pursuant to the offer if none of the procedures for tendering
shares described in the Offer to Purchase can be completed on a timely basis.
4. A printed form of letter, which you may send to your clients for whose
accounts you hold shares registered in your name or in the name of your
nominee, with an instruction form provided for obtaining the clients'
instructions with regard to the offer.
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
6. A return envelope addressed to American Stock Transfer & Trust Company,
as Depositary for the offer.
Your prompt action is requested. We urge you to contact your clients as
promptly as possible. Please note that the offer, proration period and
withdrawal rights will expire at 12:00 Midnight, Eastern time, on Tuesday,
October 24, 2000, unless the offer is extended.
Holders of shares whose certificate(s) for the shares are not immediately
available or who cannot deliver the certificate(s) and all other required
documents to the Depositary, or complete the procedures for book-entry
transfer, before the Expiration Date must tender their shares according to the
procedure for guaranteed delivery described in Section 3 of the Offer to
Purchase.
Neither Resource America nor any officer, director, shareholder, agent or
other representative of Resource America will pay any fees or commissions to
any broker, dealer or other person for soliciting tenders of shares pursuant to
the offer (other than fees paid to Friedman, Billings, Ramsey & Co., Inc., as
Dealer Manager, as described in the Offer to Purchase). Resource America will,
however, upon request, reimburse you for customary mailing and handling
expenses incurred by you in forwarding any of the enclosed materials to your
clients whose shares are held by you as a nominee or in a fiduciary capacity.
Resource America will pay or cause to be paid any stock transfer taxes
applicable to its purchase of shares, except as otherwise provided in the
Letter of Transmittal.
Requests for additional copies of the enclosed materials and any inquiries
you may have with respect to the offer should be addressed to D.F. King & Co.,
Inc., as Information Agent, at (212) 269-5550 (collect) or (800) 758-5880 (toll
free).
Very truly yours,
Friedman, Billings, Ramsey & Co., Inc.
NOTHING CONTAINED IN THIS DOCUMENT OR IN THE ENCLOSED DOCUMENTS WILL MAKE
YOU OR ANY OTHER PERSON AN AGENT OF RESOURCE AMERICA, THE DEALER MANAGER, THE
INFORMATION AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF ANY OF THE FOREGOING,
OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED AND THE STATEMENTS CONTAINED IN THOSE DOCUMENTS.
