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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 PRICE AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON TUESDAY, OCTOBER 24, 2000,
UNLESS THE OFFER IS EXTENDED.
To Our Clients: September 26, 2000
Enclosed for your consideration are the Offer to Purchase dated September
26, 2000 and the related Letter of Transmittal in connection with 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 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 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all shares that are properly tendered and not withdrawn.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.
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not properly withdrawn will be purchased.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.
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properly tendered at or below the purchase price and not properly withdrawn
before the Expiration Date, Resource America will purchase 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 Purchase Plan or in Resource America's 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,
and properly tendered all those shares at or below the purchase price and then,
subject to the conditional tender provisions, on a pro rata basis from all
other shareholders who properly tender shares at prices at or below the
purchase price.
A tender of your shares can be made only by us as the holder of record and
pursuant to your instructions. The Letter of Transmittal is furnished to you
for your information only and cannot be used by you to tender your shares held
by us for your account.
Accordingly, we request instructions as to whether you wish to tender any
or all of the shares held by us for your account, upon the terms and subject to
the conditions of the offer.
Please note the following:
1. Shares may be tendered at prices not greater than $11.00 nor less than
$9.00 per share, as indicated in the attached Instruction Form.
2. You may designate the priority in which certificates will be purchased
in the event of proration.
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3. The offer is not conditioned on any minimum number of shares being
tendered. The offer is, however, subject to other conditions described in the
Offer to Purchase.
4. 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.
5. The offer is for 5 million shares, constituting approximately 21% of
the shares outstanding as of September 14, 2000.
6. Resource America's Board of Directors has approved the making of the
offer. However, neither Resource America, Resource America's Board of
Directors, the Dealer Manager nor the Information Agent is making any
recommendation whether you should tender or refrain from tendering your shares
or at what purchase price you should choose to tender your shares. You must
make the decision whether to tender your shares and, if so, how many shares to
tender and the price or prices at which you will tender them.
7. Tendering shareholders who hold shares registered in their own name and
who tender their shares directly to the Depositary will not be obligated to pay
brokerage commissions, solicitation fees or, subject to Instruction 7 of the
Letter of Transmittal, stock transfer taxes on the purchase of shares by
Resource America in the offer.
Resource America will, upon the terms and subject to the conditions of the
offer, accept all your shares for purchase if:
o you 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 Resource America's 401(k) Investment Savings Plan);
o you instruct us to tender on your behalf all your shares at or below the
purchase price before the Expiration Date; and
o you complete the section entitled "Odd Lots" in the attached Instruction
Form.
If you wish to tender portions of your shares at different prices, you
must complete a separate Instruction Form for each price at which you wish to
tender each portion of your shares. We must submit separate Letters of
Transmittal on your behalf for each price you will accept for each portion
tendered.
If you wish to have us tender any or all of your shares, please instruct
us by completing, executing, detaching and returning the attached Instruction
Form. An envelope to return your Instruction Form to us is enclosed. If you
authorize us to tender your shares, all your shares will be tendered unless
otherwise indicated on the attached Instruction Form.
Please forward your Instruction Form to us as soon as possible to allow us
ample time to tender your shares on your behalf prior to the expiration of the
offer.
As described in the Offer to Purchase, if more than 5 million shares, or
any greater number of shares as Resource America may elect to purchase, have
been properly tendered at or below the purchase price and not properly
withdrawn before the Expiration Date, Resource America will purchase tendered
shares on the basis described below:
o First, all shares tendered and not withdrawn before the Expiration Date
by any odd lot holder who:
o tenders all shares owned beneficially or of record by the odd lot
holder at a price at or below the purchase price (tenders of less than
all shares owned by the odd lot holder will not qualify for this
preference); and
o completes the section captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery;
and
o Second, after purchase of all of the foregoing shares, subject to the
conditional tender provisions described in Section 6 of the Offer to Purchase,
all other shares properly tendered at prices at or below the purchase price and
not properly withdrawn before the Expiration Date, on a pro rata basis (with
appropriate adjustments to avoid purchases of fractional shares) as described
in the Offer to Purchase.
The offer is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and is being made to all record holders of shares
of common stock of Resource America. The offer is not being made to, nor will
tenders be accepted from or on behalf of, holders of shares of common stock of
Resource America residing in any jurisdiction in which the making of the offer
or acceptance thereof would not be in compliance with the securities laws of
that jurisdiction.
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INSTRUCTION FORM
INSTRUCTIONS FOR TENDER OF SHARES OF RESOURCE AMERICA, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated September 26, 2000 and the related Letter of
Transmittal in connection with the offer by Resource America, Inc. to purchase
shares of its common stock, $0.01 par value per share. Resource America is
offering to purchase 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'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.
This will instruct you to tender to Resource America, on (our) (my)
behalf, the number of shares indicated below (or if no number is indicated
below, all shares) which are beneficially owned by (us) (me) and registered in
your name, upon the terms and subject to the conditions of offer.
Number of shares to be tendered: _________ shares.*
* Unless otherwise indicated, it will be assumed that all shares held by us for
your account are to be tendered.
PRICE AT WHICH SHARES TENDERED
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 below. 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
Instruction Form 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 receiving a price per share of as low as $9.00.
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ODD LOTS
/ / By checking this box, the undersigned represents that the undersigned
owns, beneficially or of record, an aggregate of fewer than ____ shares
and is tendering all of those shares. (In addition, the undersigned is
tendering shares either (check one box):
/ / at the purchase price, as it 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 below); or
/ / at the price per share indicated below under "Price (In Dollars) per
share at Which Shares Are Being Tendered."
CONDITIONAL TENDER
A tendering shareholder may condition his or her tender of shares upon
Resource America purchasing a specified minimum number of the shares tendered,
all as described in Section 6 of the Offer to Purchase. 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 the tendering shareholder's responsibility to calculate the
minimum number of shares that must be purchased if any are purchased, and each
shareholder is urged to consult his or her 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.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF
THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
Sign Here:
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SIGNATURE(S)
Name(s):
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(PLEASE PRINT NAME(S))
Address(es):
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(INCLUDE ZIP CODE)
Dated: , 2000
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