-----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, MDldLOOc7dsrxz/w9fnOkosU4CN7l8AUsG1UKAx56hMdBoJs6VNfXgpT+LvdvmLm 6OESJgSIKMlpNRaFc1+hdw== 0001164150-08-000010.txt : 20080206 0001164150-08-000010.hdr.sgml : 20080206 20080206154032 ACCESSION NUMBER: 0001164150-08-000010 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080206 DATE AS OF CHANGE: 20080206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Resource Capital Corp. CENTRAL INDEX KEY: 0001332551 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 202287134 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81623 FILM NUMBER: 08581409 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-974-1708 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOPERMAN LEON G CENTRAL INDEX KEY: 0000898382 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 88 PINE STREET STREET 2: WALL STREET PLAZA 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2124955200 MAIL ADDRESS: STREET 1: 88 PINE STREET STREET 2: WALL ST PLAZA 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13G/A 1 rcc-sc13g2a_02062008lgc.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* RESOURCE CAPITAL CORP. ----------------------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------------- (Title of Class of Securities) 76120W 30 2 ----------------------------------------------------------- (CUSIP Number) December 31, 2007 ----------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] 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 the disclosures provided in a prior cover page. The information required in 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 ("Act") 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). CUSIP No. 76120W 30 2 ------------ 1. Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (entities only): LEON G. COOPERMAN - ---------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [X] - ----------------------------------------------------------------- 3. SEC Use Only - ----------------------------------------------------------------- 4. Citizenship or Place of Organization: UNITED STATES - ----------------------------------------------------------------- Number of 5. Sole Voting Power: 2,371,773 Shares Bene- ficially 6. Shared Voting Power: 1,266,060 Owned by Each Report- 7. Sole Dispositive Power: 2,371,773 ing Person With 8. Shared Dispositive Power: 1,266,060 - --------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,637,833 - --------------------------------------------------------------- 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - --------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9): 14.6% - --------------------------------------------------------------- 12. Type of Reporting Person IN - --------------------------------------------------------------- 2 Item 1(a) Name of Issuer: RESOURCE CAPITAL CORP. ( the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 712 Fifth Avenue 10th Floor New York NY 10019 Item 2(a) Name of Person Filing: This statement is filed on behalf of Leon G. Cooperman ("Mr. Cooperman"). Mr. Cooperman is the Managing Member of Omega Associates, L.L.C. ("Associates"), a limited liability company organized under the laws of the State of Delaware. Associates is a private investment firm formed to invest in and act as general partner of investment partnerships or similar investment vehicles. Associates is the general partner of limited partnerships organized under the laws of Delaware known as Omega Capital Partners, L.P. ("Capital LP"), Omega Capital Investors, L.P.("Investors LP"), and Omega Equity Investors, L.P. ("Equity LP"). These entities are private investment firms engaged in the purchase and sale of securities for investment for their own accounts. Mr. Cooperman is the President and majority stockholder of Omega Advisors, Inc. ("Advisors"), a Delaware corporation, engaged in providing investment management services and is deemed to control said entity. Advisors serves as the investment manager to Omega Overseas Partners, Ltd. ("Overseas"), a Cayman Island exempted company, with a business address at British American Tower, Third Floor, Jennrett Street, Georgetown, Grand Cayman Island, British West Indies. Mr. Cooperman has investment discretion over portfolio investments of Overseas and is deemed to control such investments. Advisors also serves as a discretionary investment advisor to a limited number of institutional clients (the "Managed Accounts"). As to the Shares owned by the Managed Accounts, there would be shared power to dispose or to direct the disposition of such Shares because the owners of the Managed Accounts may be deemed beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as a result of their right to terminate the discretionary account within a period of 60 days. Mr. Cooperman is the ultimate controlling person of Associates, Capital LP, Investors LP, Equity LP, and Advisors. Mr. Cooperman is married to an individual named Toby Cooperman. Mr. Cooperman is also one of the Trustees of the Leon and Toby Cooperman Foundation (the "Foundation"), a charitable trust dated December 16, 1981. The other trustees are his wife, Toby Cooperman, his sons, Wayne Cooperman and Michael Cooperman, and his brother, Howard J. Cooperman. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of Mr. Cooperman, Capital LP, Investors LP, Equity LP, Overseas, and Advisors is 88 Pine Street, Wall Street Plaza - 31st Floor, New York, New York 10005. 3 Item 2(c) Citizenship: Mr. Cooperman is a United States citizen; Item 2(d) Title of Class of Securities: Common Stock (the "Shares") Item 2(e) CUSIP Number: 76120W 30 2 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c): This Item 3 is not applicable. Item 4. Ownership: Item 4(a)(b) Amount Beneficially Owned and Percent of Class: Mr. Cooperman may be deemed the beneficial owner of 3,637,833 Shares which constitutes approximately 14.6% of the total number of Shares outstanding. This is based on the Company's Form 10-Q for the quarter ended September 30, 2007 which reflected 24,923,866 Shares outstanding. This consists of 1,053,360 Shares owned by Capital LP; 204,420 Shares owned by Equity LP; 133,593 Shares owned by Investors LP; 500,000 Shares owned by the Foundation; 430,400 Shares owned by Overseas; 50,000 Shares owned by Toby Cooperman; and 1,266,060 Shares owned by the Managed Accounts. Item 4(c) Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: 2,371,773 (ii) Shared power to vote or to direct the vote: 1,266,060 (iii)Sole power to dispose or to direct the disposition of: 2,371,773 (iv) Shared power to dispose or to direct the disposition of: 1,266,060 4 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below I certify that, to the best of my 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 such purpose or effect. 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. DATED: February 6, 2008 LEON G. COOPERMAN, individually, as Managing Member of Omega Associates, L.L.C. on behalf of Omega Capital Partners, L.P., Omega Capital Investors, L.P., Omega Equity Investors, L.P.,as Trustee of the Leon and Toby Cooperman Foundation, and as President of Omega Advisors, Inc. By /s/ ALAN M. STARK ------------------ Alan M. Stark Attorney-in-Fact Power of Attorney on file ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). 5 -----END PRIVACY-ENHANCED MESSAGE-----