UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
RESOURCE CAPITAL CORP.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
76120W 30 2
(CUSIP Number)
With Copies to:
Michael S. Yecies
c/o 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)
February 10, 2006
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
CUSIP No. 76120W 30 2
(1) Names of Reporting Persons; I.R.S. Identification Nos. of above
persons (entities only)
Resource America, Inc.
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) Source of Funds
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
State of Delaware
Number of (7) Sole Voting Power
Shares 0
Beneficially
Owned By (8) Shared Voting Power
Each 2,123,881(1)
Reporting
Person (9) Sole Dispositive Power
With 0
(10) Shared Dispositive Power
2,123,267(2)
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,123,267(2)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11)
11.8%
(14) Type of Reporting Person
CO
(1) Consists of: (i) 100,000 shares held by Resource Capital Manager, Inc.,
an indirect wholly-owned subsidiary of the reporting person, (ii) 5,738
shares immediately payable to Resource Capital Manager as incentive
compensation under its management agreement with the Issuer, (iii) 921
restricted shares held by Resource Capital Manager which vest 1/3 per
year beginning on March 8, 2006 but have full voting rights as of the
date hereof, (iv) 217,222 options to purchase common stock of the
issuer held by Resource Capital Manager which vest within 60 days of
the date hereof and (v) 1,800,000 shares held by Resource Capital
Investor, Inc., a wholly-owned subsidiary of the reporting person.
(2) Consists of: (i) 100,000 shares held by Resource Capital Manager, (ii)
5,738 shares immediately payable to Resource Capital Manager as
incentive compensation under its management agreement with the Issuer,
(iii) 307 restricted shares held by Resource Capital Manager which vest
within 60 days of the date hereof, (iv) 217,222 options to purchase
common stock of the issuer held by Resource Capital Manager which vest
within 60 days of the date hereof and (v) 1,800,000 shares held by
Resource Capital Investor, Inc.
CUSIP No. 76120W 30 2
(1) Names of Reporting Persons; I.R.S. Identification Nos. of Above
Persons (entities only)
Resource Capital Manager, Inc.
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) Source of Funds
AF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
State of Delaware
Number of (7) Sole Voting Power
Shares 0
Beneficially
Owned By (8) Shared Voting Power
Each 323,881(1)
Reporting
Person (9) Sole Dispositive Power
With 0
(10) Shared Dispositive Power
323,267(2)
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
323,267(2)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11)
1.8%
(14) Type of Reporting Person
CO
(1) Consists of: (i) 100,000 shares held by the reporting person, (ii)
5,738 shares immediately payable to the reporting person as incentive
compensation under its management agreement with the Issuer, (iii) 921
restricted shares held by the reporting person which vest 1/3 per year
beginning on March 8, 2006 but have full voting rights as of the date
hereof and (iv) 217,222 options to purchase common stock of the issuer
held by the reporting person which vest within 60 days of the date
hereof. The reporting person shares voting power as a direct
wholly-owned subsidiary of Resource Financial Fund Management, Inc. and
an indirect wholly-owned subsidiary of Resource America, Inc.
(2) Consists of: (i) 100,000 shares held by the reporting person, (ii)
5,738 shares immediately payable to the reporting person as incentive
compensation under its management agreement with the Issuer, (iii) 307
restricted shares held by the reporting person which vest within 60
days of the date hereof and (iv) 217,222 options to purchase common
stock of the issuer held by the reporting person which vest within 60
days of the date hereof. The reporting person shares the power to
direct the disposition of the shares as a direct wholly-owned
subsidiary of Resource Financial Fund Management, Inc. and an indirect
wholly-owned subsidiary of Resource America, Inc.
CUSIP No. 76120W 30 2
(1) Names of Reporting Persons; I.R.S. Identification Nos. of Above
Persons (entities only)
Resource Financial Fund Management, Inc.
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) Source of Funds
AF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
State of Delaware
Number of (7) Sole Voting Power
Shares 0
Beneficially
Owned By (8) Shared Voting Power
Each 323,881(1)
Reporting
Person (9) Sole Dispositive Power
With 0
(10) Shared Dispositive Power
323,267(2)
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
323,267(2)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11)
1.8%
(14) Type of Reporting Person
CO
(1) Consists of: (i) 100,000 shares held by Resource Capital Manager, Inc.,
a wholly-owned subsidiary of the reporting person, (ii) 5,738 shares
immediately payable to Resource Capital Manager as incentive
compensation under its management agreement with the Issuer, (iii) 921
shares held by Resource Capital Manager which vest within 60 days of
the date hereof but have full voting rights as of the date hereof and
(iv) 217,222 options to purchase common stock of the issuer held by
Resource Capital Manager which vest within 60 days of the date hereof.
The reporting person shares voting power with Resource America, Inc.,
as a direct wholly-owned subsidiary of Resource America.
(2) Consists of: (i) 100,000 shares held by Resource Capital Manager, (ii)
5,738 shares immediately payable to Resource Capital Manager as
incentive compensation under its management agreement with the Issuer,
(iii) 307 shares held by Resource Capital Manager which vest within 60
days of the date hereof and (iv) 217,222 options to purchase common
stock of the issuer held by Resource Capital Manager which vest within
60 days of the date hereof. The reporting person shares the power to
direct the disposition of the shares with Resource America, as a direct
wholly-owned subsidiary of Resource America.
CUSIP No. 76120W 30 2
(1) Names of Reporting Persons; I.R.S. Identification Nos. of Above
Persons (entities only)
Resource Capital Investor, Inc.
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
(3) SEC USE ONLY
(4) Source of Funds
AF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
(6) Citizenship or Place of Organization
State of Delaware
Number of (7) Sole Voting Power
Shares 0
Beneficially
Owned By (8) Shared Voting Power
Each 1,800,000(1)
Reporting
Person (9) Sole Dispositive Power
With 0
(10) Shared Dispositive Power
1,800,000(1)
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11)
10.1%
(14) Type of Reporting Person
CO
(1) The reporting person shares voting power and dispositive power with
Resource America, Inc., as a direct wholly-owned subsidiary of Resource
America.
Item 1. Security and Issuer
This statement relates to the Common Stock, $.001 par value per share
(the "Shares"), of Resource Capital Corp. (the "Issuer" or "RCC"), a Maryland
corporation. The principal executive offices of the Issuer are located at 712
Fifth Avenue, 10th Floor, New York, New York 10019.
Item 2. Identity and Background
(a-c)(f) This statement is filed (i) by Resource Capital Manager, Inc.
("RCM") and Resource Capital Investor, Inc. ("RCI") as the direct beneficial
owners of Shares, (ii) by Resource Financial Fund Management, Inc. ("RFFM") by
virtue of its 100% ownership of RCM and (iii) by Resource America, Inc. ("RAI")
by virtue of its 100% ownership of RFFM and RCI. RAI, RCM, RCI and RFFM shall
collectively be referred to herein as the "Reporting Persons." By signing this
statement, each Reporting Person agrees that this statement is filed on its
behalf.
RCI, a wholly-owned subsidiary of RAI, is a Delaware
corporation formed for the purpose of investing in the Issuer. RCI's principal
executive offices are located at 1845 Walnut Street, Suite 1000, Philadelphia,
PA 19103.
RCM, a wholly-owned subsidiary of RFFM, is a Delaware
corporation formed to manage and advise the Issuer. RCM's principal executive
offices are located at 1845 Walnut Street, Suite 1000, Philadelphia, PA 19103.
RFFM, a wholly-owned subsidiary of RAI, is a Delaware
corporation formed to act as a structured finance fund management subsidiary of
RAI. RFFM's principal executive offices are located at 1845 Walnut Street, Suite
1000, Philadelphia, PA 19103.
RAI is a Delaware corporation and acts as a specialized asset
management company. RAI's principal executive offices are located at 1845 Walnut
Street, Suite 1000, Philadelphia, PA 19103.
For information required by instruction C to this statement
with respect to the executive officers and directors of the Reporting Persons,
reference is made to Schedule I annexed hereto and incorporated herein by
reference.
(d and e) During the last five years, none of the Reporting Persons, to
the best knowledge of the Reporting Persons: (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) was 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
The Reporting Persons acquired beneficial ownership of 1,900,000 shares
in the Issuer's private placement in March 2005 and initial public offering in
February 2006. Total consideration for these shares was $28,500,000. To enable
RCI to purchase the shares held directly by it, RAI made a capital contribution
of $27,000,000 to RCI from RAI's working capital. To enable RCM to purchase
shares directly held by it, RAI made a capital contribution of $1,500,000 to
RFFM from RAI's working capital; RFFM then made a capital contribution of
$1,500,000 to RCM. The 921 shares of restricted stock (307 of which vest within
60 days of the date hereof) and 651,666 options to purchase common stock
(217,222 of which vest within 60 days of the date hereof) held by RCM were
issued pursuant to the Issuer's stock incentive plan. No consideration was paid
for the restricted shares or options. The 5,738 shares immediately payable to
RCM by the Issuer are due as incentive compensation pursuant to the management
agreement between the Issuer and RCM.
Item 4. Purpose of Transaction
With the exception of the 921 shares of restricted stock held by RCM
(307 of which vest within 60 days of the date hereof), the 651,666 options to
purchase common stock held by RCM (217,222 of which vest within 60 days of the
date hereof) and the 5,738 shares payable to RCM as incentive compensation, the
Reporting Persons acquired beneficial ownership of the Shares to support the
Issuer's private placement in March 2005 and initial public offering in February
2006. The Reporting Persons believe that the Issuer represents an attractive
investment opportunity and hold the Shares for investment purposes.
The 921 shares of restricted stock (307 of which vest within 60 days of
the date hereof) and 651,666 options to purchase common stock (217,222 of which
vest within 60 days of the date hereof) held by RCM were acquired pursuant to
the Issuer's stock incentive plan. Pursuant to the terms of the grant agreements
pertaining to these restricted shares and options, RCM may transfer such shares
and options to its officers, employees or other individuals who provide services
to it. RCM has no present plans to transfer these shares or options, but
reserves the right to do so.
Pursuant to the Management Agreement dated March 8, 2005 by and among
the Issuer, RCM and RAI, RCM will receive a monthly base management fee and a
quarterly incentive compensation fee from the Issuer for providing management
services. No less than 25% of the incentive compensation will be paid to RCM in
common stock of the Issuer. RCM may, in its sole discretion, elect to receive a
greater percentage of its incentive compensation in the form of common stock of
the Issuer. As of the date of this statement, no incentive compensation has been
paid to RCM, however, incentive compensation, including 5,738 common shares, has
accrued for the three months ended December 31, 2005 and is payable currently.
RCM does not presently intend to elect to receive greater than 25% of incentive
compensation in the Issuer's common stock.
Except as described above, none of the Reporting Persons nor, to the
best knowledge of such persons, any other person named in Schedule I hereto, has
formulated any plans or proposals which related or would result in any matter
required to be disclosed in response to paragraphs (a) through (j) of this Item
4.
Item 5. Interest in Securities of the Issuer.
(a) RCM is the direct beneficial owner of 323,267 shares, or
approximately 1.8% of the outstanding Shares as of the date of this statement
(including 307 shares which are restricted and vest within 60 days of the date
hereof, 217,222 shares which are stock options which vest within 60 days of the
date hereof and 5,738 shares that are currently payable to RCM as incentive
compensation).
RCI is the direct beneficial owner of 1,800,000 shares, or
approximately 10.1% of the outstanding Shares as of the date of this statement.
By virtue of its direct ownership of RFFM and RCI, RAI may be
deemed to be the beneficial owner of 2,123,267 Shares, or approximately 11.8% of
the outstanding Shares as of the date of this statement (including 307 shares
which are restricted and vest within 60 days of the date hereof, 217,222 shares
which are stock options which vest within 60 days of the date hereof and 5,738
shares that are currently payable to RCM as incentive compensation).
By virtue of its direct ownership of RCM, RFFM may be deemed
to be the beneficial owner of 323,267 shares, or approximately 1.8% of the
outstanding Shares as of the date of this statement (including 307 shares which
are restricted and vest within 60 days of the date hereof, 217,222 shares which
are stock options which vest within 60 days of the date hereof and 5,738 shares
that are currently payable to RCM as incentive compensation).
(b) RCM has the direct power to vote 323,881 shares (including 921
shares which, while restricted and unvested, have full voting rights, 217,222
shares which are stock options which vest within 60 days of the date hereof and
5,738 shares that are currently payable to RCM as incentive compensation). RCM
also has the direct power to dispose of 323,267 shares (including 307 shares
which are restricted and vest within 60 days of the date hereof, 217,222 shares
which are stock options which vest within 60 days of the date hereof and 5,738
shares that are currently payable to RCM as incentive compensation).
RCI has the direct power to vote and dispose of 1,800,000
shares.
By virtue of its direct ownership of RFFM and RCI, RAI may be
deemed to share in the power to vote and dispose of the shares held by RCM and
RCI.
By virtue of its direct ownership of RCM, RFFM may be deemed
to share in the power to vote and dispose of the shares held by RCM.
(c) On February 6, 2006, in connection with the Issuer's initial public
offering, RCI purchased 900,000 shares of the Issuer's common stock at the
public offering price of $15.00 per share. RCM is also currently entitled to
receive 5,738 common shares from the Issuer as part of its incentive
compensation for the three months ended December 31, 2005.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
As set forth in Item 4 above, pursuant to the terms of the grant
agreements relating to restricted shares and options previously granted to RCM
by the Issuer pursuant to the Issuer's stock incentive plan, RCM may transfer
such shares and options to its officers, employees or other individuals who
provide services to it.
Pursuant to the Management Agreement dated March 8, 2005 by and among
the Issuer, RCM and RAI, RCM will receive a monthly base management fee and a
quarterly incentive compensation fee from the Issuer for providing management
services. No less than 25% of the incentive compensation will be paid to RCM in
common stock of the Issuer. RCM may, in its sole discretion, elect to receive a
greater percentage of its incentive compensation in the form of common stock of
the Issuer. As of the date of this statement, no incentive compensation has been
paid to RCM, however, incentive compensation, including 5,738 common shares, has
accrued for the three months ended December 31, 2005 and is payable currently.
RCM does not presently intend to elect to receive greater than 25% of incentive
compensation in the Issuer's common stock.
Item 7. Materials to be Filed as Exhibits
Exhibit 1 Management Agreement between the Issuer, RCM and RAI
dated as of March 8, 2005, incorporated by reference
to exhibit 10.2 of the Issuer's Form S-11, as amended
(registration no. 333-126517).
Exhibit 2 2005 Stock Incentive Plan of the Issuer, incorporated
by reference to exhibit 10.3 of the Issuer's Form
S-11, as amended (registration no. 333-126517).
Exhibit 3 Form of Stock Award Agreement, incorporated by
reference to exhibit 10.4 of the Issuer's Form S-11,
as amended (registration no. 333-126517).
Exhibit 4 Form of Stock Option Agreement, incorporated by
reference to exhibit 10.5 of the Issuer's Form S-11,
as amended (registration no. 333-126517).
SIGNATURES
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.
RESOURCE AMERICA, INC.
/s/ Michael S. Yecies
-----------------------------------------
Name: Michael S. Yecies
Title: Senior Vice President, Chief Legal
Officer and Secretary
RESOURCE FINANCIAL FUND
MANAGEMENT, INC.
/s/ Thomas C. Elliott
-----------------------------------------
Name: Thomas C. Elliott
Title: Vice President and Chief Financial
Officer
RESOURCE CAPITAL MANAGER, INC.
/s/ Thomas C. Elliott
-----------------------------------------
Name: Thomas C. Elliott
Title: Chief Financial Officer
RESOURCE CAPITAL INVESTOR, INC.
/s/ Steven J. Kessler
-----------------------------------------
Name: Steven J. Kessler
Title: Chief Financial Officer
Dated: February 20, 2006
SCHEDULE I
Information concerning the directors and executive officers of the
Reporting Persons is as follows:
Mr. Edward E. Cohen is the Chairman of the Issuer, RAI and RCM. Mr.
Cohen's business address is c/o Resource America, Inc., 1845 Walnut Street,
Suite 1000, Philadelphia, PA 19103.
Mr. Jonathan Z. Cohen is the President, Chief Executive Officer and a
director of the Issuer, RAI, RCM and RCI and is also the Chairman and Chief
Executive Officer of RFFM. Mr. Cohen's business address is c/o Resource America,
Inc., 712 Fifth Avenue, New York, New York 10019.
Carlos C. Campbell is a director of RAI. Mr. Campbell is currently
President of C.C. Campbell and Company, a management consulting firm. Mr.
Campbell's business address is c/o C.C. Campbell & Company, 11530 Links Drive,
Reston, VA 20190-4821.
Andrew M. Lubin is a director of RAI. Mr. Lubin is currently President
of Delaware Financial Group, Inc., a private investment firm. Mr. Lubin's
business address is c/o Delaware Financial Group, P.O. Box 1425, Wilmington, DE
19899.
John S. White is a director of RAI. Mr. White is currently Senior Vice
President of Royal Alliance Associates, Inc., an independent broker/dealer. Mr.
White's business address is c/o Royal Alliance Associates, Inc., The Sun America
Center, 733 Third Avenue, New York, NY 10017.
Kenneth A. Kind is a director of RAI. Mr. Kind is currently Vice
President of Medi-Promotions, Inc., a healthcare advertising company. Mr. Kind's
business address is c/o Medi-Promotions, Inc., 500 Route South, Suite 308,
Hasbrouck Heights, NJ 07604.
Michael J. Bradley is a director of RAI. Mr. Bradley is currently
co-owner and Managing Director of BF Healthcare, Inc., a supplier of physician
services to hospitals and assisted living facilities. Mr. Bradley's business
address is c/o BF Healthcare, 275 Commerce Drive, Suite 310, Fort Washington, PA
19034.
Steven J. Kessler is the Senior Vice President - Finance of the Issuer,
the Executive Vice President and Chief Financial Officer of RAI, a director of
RFFM, the Senior Vice President and a director of RCM and the Chief Financial
Officer and a director of RCI. Mr. Kessler's business address is c/o Resource
America, Inc., 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103.
Alan F. Feldman is Senior Vice President of RAI and Senior Vice
President - Real Estate Investments of the Issuer. Mr. Feldman's business
address is c/o Resource America, Inc., 1845 Walnut Street, 10th Floor,
Philadelphia, PA 19103.
David E. Bloom is Senior Vice President of RAI and Senior Vice
President - Real Estate Investments of the Issuer. Mr. Bloom's business address
is c/o Resource America, Inc., 712 Fifth Avenue, New York, New York 10019.
Thomas C. Elliott is the Chief Financial Officer, Chief Accounting
Officer and Treasurer of the Issuer, a Senior Vice President of RAI, Vice
President and Chief Financial Officer of RFFM, and Chief Financial Officer of
RCM. Mr. Elliott's business address is c/o Resource America, Inc., 1845 Walnut
Street, 10th Floor, Philadelphia, PA 19103.
Jeffrey D. Blomstrom is the President and Managing Director of RFFM and
Senior Vice President - CDO Structuring of the Issuer. Mr. Blomstrom's business
address is c/o Resource America, Inc., 712 Fifth Avenue, New York, New York
10019.
Andrew Shook is Senior Vice President and Managing Director of RFFM and
Senior Vice President - RMBS and CMBS of the Issuer. Mr. Shook's business
address is c/o Resource America, Inc., 712 Fifth Avenue, New York, New York
10019.
Christopher D. Allen is Senior Vice President and Managing Director of
RFFM and Senior Vice President - Commercial Lending of the Issuer. Mr. Allen's
business address is c/o Resource America, Inc., 712 Fifth Avenue, New York, New
York 10019.
Each individual listed above is a citizen of the United States. To the
knowledge of the Reporting Persons, during the last five years, no person listed
above has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), and no such person was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which he 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 law or finding any violation with respect to such laws.