SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

(Amendment No. )*

Resource Capital Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

76120W 30 2

(CUSIP Number)

February 6, 2006

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

 


 

 

1.

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Elliott Associates, L.P.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)

o

 

(b)

o

3.

SEC USE ONLY

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.

SOLE VOTING POWER

1,467,400

6.

SHARED VOTING POWER

0

7.

SOLE DISPOSITIVE POWER

1,467,400

8.

SHARED DISPOSITIVE POWER

0

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

1,467,400

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES*

o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.2%

12.

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 


 

 

ITEM 1(a). Name of Issuer:

Resource Capital Corp. (“Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

712 Fifth Avenue

10th Floor

New York, New York 10019

Item 2(a). Name of Persons Filing:

This Schedule 13G is being filed by Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, “Elliott Associates”). Paul E. Singer (“Singer”), Elliott Capital Advisors, L.P., a Delaware limited partnership (“Capital Advisors”), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company (“Special GP”), which is controlled by Singer, are the general partners of Elliott Associates.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The business address of Elliott Associates, Capital Advisors, Singer and Special GP is 712 Fifth Avenue, 36th Floor, New York, New York 10019.

 

Item 2(c).

Citizenship:

Each of Elliott Associates and Capital Advisors is a limited partnership formed under the laws of the State of Delaware.

Special GP is a limited liability company formed under the laws of the State of Delaware.

Singer is a U.S. citizen.

 

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share (“Common Stock”).

 

Item 2(e).

CUSIP Number:

76120W 30 2

Item 3.

If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

o

Broker or dealer registered under Section 15 of the Exchange Act.

(b)

o

Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)

o

Insurance company defined in Section 3(a)(19) of the Exchange Act.

 

 


 

 

 

(d)

o

Investment company registered under Section 8 of the Investment Company Act.

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box x

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

Elliott Associates beneficially owns 1,467,400 shares of Common Stock consisting of: (i) 1,334,000 shares of Common Stock, and (ii) warrants exercisable for 133,400 shares of Common Stock.

 

(b)

Percent of class:

Elliott Associates’ beneficial ownership of 1,467,400 shares of Common Stock constitutes 8.2% of all of the outstanding shares of Common Stock.

 

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

 

Elliott Associates has sole power to vote or direct the vote of 1,467,400 shares of Common Stock.

(ii)

Shared power to vote or to direct the vote

 

Not applicable.

 

 


 

 

 

(iii)

Sole power to dispose or to direct the disposition of

 

Elliott Associates has sole power to dispose or direct the disposition of 1,467,400 shares of Common Stock.

(iv)

Shared power to dispose or to direct the disposition of

 

Not applicable.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Elliott Associates beneficially owns its 1,467,400 shares of Common Stock through its subsidiary, The Liverpool Limited Partnership, a Bermuda limited partnership.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 


 

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: March 6, 2006

ELLIOTT ASSOCIATES, L.P.

By: Elliott Capital Advisors, L.P., as General Partner

By: Braxton Associates, Inc., as General Partner

By: /s/    Elliot Greenberg

Elliot Greenberg

Vice President