-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F9CYvHseEGAsYxe3M3GFq3jIBMhlLIjyFJFGL1nO+6yUXmfpwKPCWhn/VLPs+Key 4NJZn/iUsuekEUt0oDnhxg== 0000950116-01-500506.txt : 20010719 0000950116-01-500506.hdr.sgml : 20010719 ACCESSION NUMBER: 0000950116-01-500506 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010718 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAIT INVESTMENT TRUST CENTRAL INDEX KEY: 0001045425 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 232919819 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53667 FILM NUMBER: 1683771 BUSINESS ADDRESS: STREET 1: 1818 MARKET ST STREET 2: 28TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2155465119 MAIL ADDRESS: STREET 1: 1521 LOCUST ST STREET 2: 6TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE ASSET INVESTMENT TRUST DATE OF NAME CHANGE: 19970904 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE AMERICA INC CENTRAL INDEX KEY: 0000083402 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 720654145 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1521 LOCUST ST STREET 2: 4TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155465005 MAIL ADDRESS: STREET 1: 1521 LOCUST ST CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE EXPLORATION INC DATE OF NAME CHANGE: 19890214 FORMER COMPANY: FORMER CONFORMED NAME: SMTR CORP DATE OF NAME CHANGE: 19700522 SC 13D 1 sc13d.txt SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 RAIT Investment Trust (Name of Issuer) Common Shares of Beneficial Interest (Title of Class of Securities) 749227104 (CUSIP Number) Michael S. Yecies, Esquire Resource America, Inc. 1845 Walnut Street, 10th Floor Philadelphia, PA 19103 (215) 546-5005 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 8, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Page 1 of 8 Pages) Page 2 of 8 Pages CUSIP No. 749227104 --------------------------- 1. Name of Reporting Person I.R.S. Identification No. of above person Resource America, Inc. I.R.S. Identification No. 720654145 2. Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable 6. Citizenship or Place of Organization Delaware Number of 7. Sole Voting Power Shares Bene- 1,310,937 ficially Owned 8. Shared Voting Power by Each Repor- None ting Person With 9. Sole Dispositive Power 1,310,937 10. Shared Dispositive Power None 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,310,937* 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) Not Applicable Page 3 of 8 Pages 13. Percent of Class Represented by Amount in Row (11) 10.85%* *On January 12, 1998, the Reporting Person purchased 500,000 Common Shares of Beneficial Interest in the Issuer for $13.95 per share (representing 15% of the Common Shares outstanding at the closing of that offering). On June 29, 1998, the Reporting Person purchased an additional 335,937 Common Shares of Beneficial Interest in the Issuer for $14.88 per share (which, together with the prior purchase, represented 13.6% of the Common Shares outstanding at the closing of that offering). On March 28, 2001, the Reporting Person purchased an additional 370,000 Common Shares at $13.22 per share (which, together with the prior purchases, represented 13.2% of the Common Shares outstanding at the closing of that offering). On July 18, 2001, the Reporting Person purchased 105,000 Common Shares at $14.41 per share (which, together with prior purchases, represented 10.85% of the Common Shares outstanding at the closing of that offering). Each of such purchases was disclosed in the prospectus relating to the particular offering. 14. Type of Reporting Person (See Instructions) CO Page 4 of 8 Pages ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D (the "Statement") relates to Common Shares of Beneficial Interest, par value $.01 per share (the "Common Shares"), of RAIT Investment Trust, a Maryland real estate investment trust (the "Issuer"). The principal executive offices of the Issuer are located at 1818 Market Street, Philadelphia, Pennsylvania 19103. ITEM 2. IDENTITY AND BACKGROUND The Statement is being filed by Resource America, Inc., a Delaware corporation (the "Reporting Person"). The Reporting Person's principal business address is 1845 Walnut Street, Philadelphia, Pennsylvania 19103. The Reporting Person sponsored the Issuer's formation in January of 1998. Executive Officers and Directors of the Reporting Person Edward E. Cohen, Chairman, President and Chief Executive Officer 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103 Jonathan Z. Cohen, Executive Vice President 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103 Steven J. Kessler, Senior Vice President and Chief Financial Officer 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103 Freddie M. Kotek, Senior Vice President 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103 Michael L. Staines, Senior Vice President 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103 Nancy J. McGurk, Vice President, Chief Accounting Officer and Treasurer 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103 D. Gideon Cohen, Director Chairman of the Board of The Bancorp.com, Inc. (a bank holding company) 1818 Market Street, Philadelphia, PA 19103 Scott F. Schaeffer, Director President and Chief Operating Officer of the Issuer 1818 Market Street, Philadelphia, PA 19103 Page 5_of 8 Pages Carlos C. Campbell, Director President of C.C. Campbell & Company (a management consulting firm) 11530 Links Drive, Reston, VA 20190-4821 Andrew Lubin, Director President of Delaware Financial Group (a private investment firm) P.O. Box 1425, Wilmington, DE 19899 Alan D. Schreiber, M.D., Director Professor of Medicine, University of Pennsylvania 421 Curie Boulevard, 7th Floor, Suite 705, Philadelphia, PA 19104 John S. White, Director Chief Executive Officer and President of DCC Securities (a securities brokerage firm) 342 Madison Avenue, Suite 1919, New York, NY 10173 P. Sherrill Neff, Director President and Director of Neose Technologies, Inc. (a publicly traded biotechnology firm) 102 Witmer Road, Horsham, PA 19044-211 Neither the Reporting Person nor any of the persons listed above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. Neither the Reporting Person nor any of the persons listed above has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION In January of 1998, the Reporting Person sponsored the formation of the Issuer and, in connection therewith, purchased 500,000 Common Shares for $13.95 per share, or an aggregate of $6,975,000. In June of 1998, the Reporting Person purchased an additional 335,937 Common Shares in the Issuer's second public offering for $14.88 per share, or an aggregate of $4,998,742.50. In March of 2001, the Reporting Person purchased 370,000 Common Shares in the Issuer's third public offering for $13.22 per share, or an aggregate of $4,891,400. In July of 2001, the Reporting Person purchased 105,000 Common Shares in the Issuer's offering for $14.41 per share, or an aggregate of $1,516,200. Each of such purchases was disclosed in the prospectus relating to the Page 6_of 8 Pages particular offering and on Form 3 and 4s as required under Section 16 of the Securities Exchange Act of 1934, as amended. To date, the Reporting Person's aggregate investment in the Issuer is $18,381,342. The funding for all of the Reporting Person's purchases of the Issuer's Common Shares came from the Reporting Person's working capital. ITEM 4. PURPOSE OF TRANSACTION The purpose of the acquisition of Common Shares by the Reporting Person is for investment. The Reporting Person may purchase additional Common Shares from time to time and, subject to the terms of Lock-Up Agreements in place as a result of the Issuer's recent public offerings, may dispose of any or all of the Common Shares held by it at any time. Except as described above, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) - (j) of Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date of this Statement, the Reporting Person beneficially owns 1,310,937 Common Shares of the Issuer. Such Shares represent 10.85% of the Common Shares outstanding. (b) The Reporting Person maintains sole voting and dispositive power over the Common Shares held by it. (c) On July 18, 2001, the Reporting Person purchased 105,000 Common Shares for $14.41 per share in the Issuer's underwritten public offering. (d) Not Applicable (e) Not Applicable ITEM 6. CONTRACTS, ARRANGMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Of the 1,310,937 Common Shares of Issuer held by the Reporting Person, 835,937 (the "Pledged Shares") of them are pledged (the "Pledge") to Sovereign Bank (the "Bank") pursuant to the terms of a Pledge Agreement dated July 27, 1999 between the Bank and the Reporting Person. The Pledge secures the Reporting Person's obligations under a Revolving Credit Loan Agreement and a Note, both dated July 27,1999 (collectively with the Pledge Agreement, the "Loan Documents"). The Loan Page 7 of 8 Pages Documents give the Bank a first lien on and first security interest in the Pledged Shares and contain standard default provisions. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None Page 8 of 8 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. July 18, 2001 RESOURCE AMERICA, INC. /Michael S. Yecies/ ------------------- Michael S. Yecies, Vice President, Chief Legal Officer and Secretary -----END PRIVACY-ENHANCED MESSAGE-----