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. )*
R&G Financial Corporation
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
749136107
(CUSIP Number)
March 31, 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:
[ ] 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
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) [ ]
(b) [ ]
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
3,249,323
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
3,249,323
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,249,323
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Schedule 13G is being filed with respect to the shares of Class B Common
Stock of the Issuer (as defined below) beneficially owned by the Reporting
Person (as defined below) as of April 13, 2006.
ITEM 1(a). Name of Issuer:
R&G Financial Corporation ("Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
280 Jesus T. Pinero Ave.
Hato Rey, San Juan, Puerto Rico 00918
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" or the
"Reporting Person"). 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:
Class B Common Stock, $.01 par value per share ("Common Stock").
Item 2(e). CUSIP Number:
749136107
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) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange
Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] 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 warrants ("Warrants")
exercisable for 3,249,323 shares of Common Stock. Elliott
Associates disclaims beneficial ownership of certain shares of
Common Stock pursuant to the Ownership Limitation described
below.
In accordance with Rule 13d-4 under the Securities Exchange Act
of 1934, as amended, the number of shares of Common Stock into
which the Warrants are exercisable are limited, pursuant to the
terms of the Warrants, to that number of shares of Common Stock
which would result in Elliott Associates having aggregate
beneficial ownership of 9.9% of the total issued and outstanding
shares of Common Stock (the "Ownership Limitation"). Elliott
Associates disclaims beneficial ownership of any and all
shares of Common Stock that would cause its aggregate beneficial
ownership to exceed the Ownership Limitation.
(b) Percent of class:
Elliott Associates' aggregate beneficial ownership of 3,249,323
shares of Common Stock constitutes 9.9% of all 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 3,249,323 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 3,249,323 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 [ ].
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.
Not applicable.
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: April 13, 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