<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO-C
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
(Amendment No. _____)*
Resource America, Inc.
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(Name of Subject Company (issuer))
Resource America, Inc. (issuer/offeror)
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(Names of Filing Persons (identifying status as offeror, issuer or
other person))
Common Stock, $0.01 par value
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(Title of Class of Securities)
761195 20 5
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(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
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
Copy to:
J. Baur Whittlesey, Esq.
Ledgewood Law Firm, P.C.
1521 Locust Street
Philadelphia, PA 19102
(215) 731-9450
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee
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N/A
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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
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[ ] 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: _____________________
Form or Registration No.: ___________________
Filing Party: _______________________________
Date Filed: _________________________________
[X] 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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[RAI logo]
Resource America, Inc.
FOR IMMEDIATE RELEASE
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Contact: Pamela Schreiber
Investor Relations
Resource America, Inc.
1521 Locust St. - 5th Floor
Philadelphia, PA 19102
(215) 546-5005
(215) 546-5388 (facsimile)
Page 1 of 3
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RESOURCE AMERICA, INC. ANNOUNCES
MANAGEMENT CHANGES
Philadelphia, PA - September 13, 2000 - Resource America, Inc. (Nasdaq-REXI)(the
"Company") announces it has elected Edward E. Cohen, its Chairman of the Board
and Chief Executive Officer, to the additional position of President, and that
its real estate subsidiary, Resource Properties, Inc., has elected Freddie M.
Kotek, presently Senior Vice-President of the Company, to the additional post of
President of Resource Properties. Mr. Cohen succeeds Daniel Cohen, who will
remain only as a Director of Resource America, Inc. Mr. Kotek succeeds Scott
Schaeffer, who likewise will remain only as a Director of the Company.
Mr. Daniel Cohen commented, "I am glad to have played a role in the growth of
the Company from some $60 million in assets under management in 1995 to assets
approaching $2.0 billion in early 2000. I wish the Company well in its renewed
focus on its energy business."
Mr. Scott Schaeffer said, "I am glad to have had the privilege of helping to
develop the Company's real estate portfolio during the past eight years. I think
that expansion of the Company's energy business bodes well for its future."
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Mr. Edward Cohen said, "I thank Daniel Cohen and Scott Schaeffer for their
efforts and wish them continued success in the future. This downsizing of
management, completion of the sale of Fidelity Leasing, and our forthcoming
Dutch Auction tender offer are indicative of our continued efforts to maximize
shareholder value."
For information on the Dutch Auction for up to 5 million shares of common stock,
please go to www.resourceamerica.com and see Company press release dated August
15, 2000.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF RESOURCE AMERICA'S COMMON
STOCK. THE SOLICITATION OF OFFERS TO BUY RESOURCE AMERICA'S COMMON STOCK WILL
ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT
RESOURCE AMERICA WILL SEND TO ITS SHAREHOLDERS. SHAREHOLDERS SHOULD READ THOSE
MATERIALS CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
THE VARIOUS TERMS AND CONDITIONS OF THE OFFER. SHAREHOLDERS WILL BE ABLE TO
OBTAIN COPIES OF THE OFFER TO PURCHASE, RELATED MATERIALS AND OTHER DOCUMENTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION THROUGH THE COMMISSION'S
INTERNET ADDRESS AT HTTP://WWW.SEC.GOV WITHOUT CHARGE WHEN THESE DOCUMENTS
BECOME AVAILABLE. SHAREHOLDERS WILL ALSO BE ABLE TO OBTAIN COPIES OF THE OFFER
TO PURCHASE, RELATED MATERIALS AND SCHEDULE T-0, AS FILED WITH THE COMMISSION,
(EXCLUDING EXHIBITS) WITHOUT CHARGE FROM RESOURCE AMERICA, WHEN THESE DOCUMENTS
BECOME AVAILABLE, BY WRITTEN OR ORAL REQUEST DIRECTED TO SECRETARY, RESOURCE
AMERICA, INC., 1521 LOCUST STREET, PHILADELPHIA, PENNSYLVANIA 19102, TELEPHONE
NUMBER 215-546-5005.
For information regarding the sale of Fidelity Leasing, Inc., please go to
www.resourceamerica.com and see press release dated August 2, 2000.
Resource America, Inc. operates businesses in energy, energy technology, and
real estate finance.
Statements made in this release include forward-looking statements, which
involve substantial risks and uncertainties. The Company's actual results,
performance or achievements could differ materially from those expressed or
implied in this release.
