-----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, RKBjsqsPzqzxoBncwRn4vfcPZa45ShdwdsTCC9rj0z5BCqmmrMTxCI6IV07emUa9 NnAU34MIIrcHBJHNguMFZQ== 0000872573-06-000027.txt : 20060215 0000872573-06-000027.hdr.sgml : 20060215 20060215160023 ACCESSION NUMBER: 0000872573-06-000027 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060215 GROUP MEMBERS: CAXTON ALPHA EQUITY HOLDINGS LP GROUP MEMBERS: CAXTON ASSOCIATES, L.L.C. GROUP MEMBERS: CAXTON EQUITY GROWTH (BVI) LTD. GROUP MEMBERS: CAXTON EQUITY GROWTH LLC GROUP MEMBERS: CAXTON INTERNATIONAL LIMITED GROUP MEMBERS: GDK, INC. GROUP MEMBERS: MR. BRUCE S. KOVNER GROUP MEMBERS: MR. DANIEL LASCANO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rockwood Holdings, Inc. CENTRAL INDEX KEY: 0001315695 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 522277366 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80939 FILM NUMBER: 06621919 BUSINESS ADDRESS: STREET 1: 100 OVERLOOK CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-514-0300 MAIL ADDRESS: STREET 1: 100 OVERLOOK CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAXTON ASSOCIATES LLC CENTRAL INDEX KEY: 0000872573 IRS NUMBER: 223430173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1030 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PRINCETON PLAZA, BUILDING 2 STREET 2: 731 ALEXANDER ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-419-1800 MAIL ADDRESS: STREET 1: PRINCETON PLAZA, BUILDING 2 STREET 2: 731 ALEXANDER ROAD CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: CAXTON CORP DATE OF NAME CHANGE: 19961118 SC 13G/A 1 roc13g-exiting.txt SC 13G/A AMEND 1 EXIT - ROCKWOOD SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Rule 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1 - Exiting)* Rockwood Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 774415103 (CUSIP Number) 12/31/2005 (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. SEC Accession #0000872573-06-000019 filed February 14, 2006 included an incorrect file attachment. This filing should replace that incorrect one as the exit filing for our holdings in Rockwood Holdings, Inc. as of December 31, 2005. 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 ("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). (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Caxton International Limited (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| (3) SEC use only. (4) Citizenship or place of organization. British Virgin Islands Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 0 (6) Shared voting power: 1,194,345 (7) Sole dispositive power: 0 (8) Shared dispositive power: 1,194,345 (9) Aggregate amount beneficially owned by each reporting person. 1,194,345 (10) Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). (11) Percent of class represented by amount in Row 9. 1.6% (12) Type of reporting person (see instructions). CO (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Caxton Equity Growth LLC 22-3682580 (2) Check the appropriate box if a member of a group (see instructions) (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: 0 (6) Shared voting power: 161,786 (7) Sole dispositive power: 0 (8) Shared dispositive power: 161,786 (9) Aggregate amount beneficially owned by each reporting person. 161,786 (10)Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). (11)Percent of class represented by amount in Row 9. 0.2% (12)Type of reporting person (see instructions). OO (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Caxton Equity Growth (BVI) Ltd. (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| (3) SEC use only. (4) Citizenship or place of organization. British Virgin Islands Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 0 (6) Shared voting power: 512,449 (7) Sole dispositive power: 0 (8) Shared dispositive power: 512,449 (9) Aggregate amount beneficially owned by each reporting person. 512,449 (10)Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). (11)Percent of class represented by amount in Row 9. 0.7% (12)Type of reporting person (see instructions). CO (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Caxton Alpha Equity Holdings LP (2) Check the appropriate box if a member of a group (see instructions) (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: 0 (6) Shared voting power: 847,092 (7) Sole dispositive power: 0 (8) Shared dispositive power: 847,092 (9) Aggregate amount beneficially owned by each reporting person. 847,092 (10)Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). (11)Percent of class represented by amount in Row 9. 1.2% (12)Type of reporting person (see instructions). PN (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. GDK, Inc. (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| (3) SEC use only. (4) Citizenship or place of organization. British Virgin Islands Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 0 (6) Shared voting power: 12,500 (7) Sole dispositive power: 0 (8) Shared dispositive power: 12,500 (9) Aggregate amount beneficially owned by each reporting person. 12,500 (10)Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). (11)Percent of class represented by amount in Row 9. 0.02% (12)Type of reporting person (see instructions). BD (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Caxton Associates, L.L.C. 22-3430173 (2) Check the appropriate box if a member of a group (see instructions) (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: 0 (6) Shared voting power: 2,728,172 (7) Sole dispositive power: 0 (8) Shared dispositive power: 2,728,172 (9) Aggregate amount beneficially owned by each reporting person. 2,728,172 (10)Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). (11)Percent of class represented by amount in Row 9. 3.7% (12)Type of reporting person (see instructions). IA (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Kovner, Bruce (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| (3) SEC use only. (4) Citizenship or place of organization. United States Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 0 (6) Shared voting power: 2,728,172 (7) Sole dispositive power: 0 (8) Shared dispositive power: 2,728,172 (9) Aggregate amount beneficially owned by each reporting person. 2,728,172 (10) Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). (11) Percent of class represented by amount in Row 9. 3.7% (12) Type of reporting person (see instructions). IN (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Lascano, Daniel (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 shares beneficially owned by each reporting person with: (5) Sole voting power: 8,100 (6) Shared voting power: 0 (7) Sole dispositive power: 8,100 (8) Shared dispositive power: 0 (9) Aggregate amount beneficially owned by each reporting person. 8,100 (10) Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). (11) Percent of class represented by amount in Row 9. 0.01% (12) Type of reporting person (see instructions). IN Item 1(a). Name of Issuer: Rockwood Holdings Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 100 Overlook Center Princeton, NJ 08540 United States Item 2(a). Name of Person Filing: (i) Caxton International Limited ("Caxton International") (ii) Caxton Equity Growth LLC ("Caxton Equity Growth") (iii) Caxton Equity Growth (BVI) Ltd. ("Caxton Equity Growth (BVI)") (iv) Caxton Alpha Equity Holdings LP ("Caxton Alpha") (v) GDK, Inc. ("GDK") (vi) Caxton Associates, L.L.C. ("Caxton Associates"). Caxton Associates is the trading advisor to Caxton International, Caxton Equity Growth (BVI) and GDK, the manager of Caxton Equity Growth, and the general partner of Caxton Alpha (the "Caxton Accounts") and as such, has voting and dispositive power with respect to the investments of the Caxton Accounts. (vii) Mr. Bruce S. Kovner. Mr. Kovner is the Chairman of Caxton Associates and the sole shareholder of Caxton Corporation, the manager and majority owner of Caxton Associates. As a result of the foregoing, Mr. Kovner may be deemed beneficially to own the securities of the Issuer owned by the Caxton Accounts. (viii)Mr. Daniel Lascano. Mr. Lascano is a portfolio manager for Caxton Associates and may be deemed to participate in the voting and exercise of discretion with respect to certain securities for certain of Caxton Associates' investment advisory clients. Item 2(b). Address or Principal Business Office or, If None, Residence: (i) The address of Caxton International is c/o Prime Management Limited, Mechanics Building, 12 Church Street, Hamilton HM11, Bermuda. (ii) The address of Caxton Equity Growth is c/o Caxton Associates, Princeton Plaza, Building 2, 731 Alexander Road, Princeton, NJ 08540. (iii) The address of Caxton Equity Growth (BVI) is c/o Prime Management Limited, Mechanics Building, 12 Church Street, Hamilton HM11, Bermuda. (iv) The address of Caxton Alpha is c/o Caxton Associates, Princeton Plaza, Building 2, 731 Alexander Road, Princeton, NJ 08540. (v) The address of GDK is c/o Prime Management Limited, Mechanics Building, 12 Church Street, Hamilton HM11, Bermuda. (vi) The address of Caxton Associates is Princeton Plaza, Building 2, 731 Alexander Road, Princeton, NJ 08540. (vii) The business address of Mr. Kovner is 500 Park Avenue, New York, NY 10022. (viii)The business address of Mr. Lascano is 500 Park Avenue, New York, NY 10022. Item 2(c). Citizenship: (i) Caxton International is a British Virgin Islands corporation. (ii) Caxton Equity Growth is a Delaware limited liability company. (iii) Caxton Equity Growth (BVI) is a British Virgin Islands corporation. (iv) Caxton Alpha is a Delaware limited partnership. (v) GDK is a British Virgin Islands corporation. (vi) Caxton Associates is a Delaware limited liability company. (vii) Mr. Kovner is a United States citizen. (viii)Mr. Lascano is a United States citizen. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP No.: 774415103 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: Not Applicable If this statement is filed pursuant to Rule 13d-1(c), check this box. |X| Item 4. Ownership (a) Amount beneficially owned: (i) The amount of shares of Common Stock beneficially owned by Caxton International is 1,194,345. (ii) The amount of shares of Common Stock beneficially owned by Caxton Equity Growth is 161,786. (iii) The amount of shares of Common Stock beneficially owned by Caxton Equity Growth (BVI) is 512,449. (iv) The amount of shares of Common Stock beneficially owned by Caxton Alpha is 847,092. (v) The amount of shares of Common Stock beneficially owned by GDK is 12,500. (vi) The amount of shares of Common Stock considered to be beneficially owned by Caxton Associates by reason of its voting and dispositive powers is 2,728,172. (vii) Mr. Kovner, by reason of being Chairman of Caxton Associates and the sole shareholder of Caxton Corporation, the manager and majority owner of Caxton Associates, may also be deemed to beneficially own such shares. (viii)The amount of shares of Common Stock beneficially owned by Mr. Lascano is 8,100. The 8,100 shares of Common Stock reported herein as beneficially owned by Mr. Lascano are owned directly by Mr. Lascano. (b) Percent of class: (i) Caxton International beneficially owns 1.6% of the Class of Common Stock. (ii) Caxton Equity Growth beneficially owns 0.2% of the Class of Common Stock. (iii) Caxton Equity Growth (BVI) beneficially owns 0.7% of the Class of Common Stock. (iv) Caxton Alpha beneficially owns 1.2% of the Class of Common Stock. (v) GDK beneficially owns 0.02% of the Class of Common Stock. (vi) Caxton Associates is deemed to beneficially own 3.7% of the class of Common Stock. (vii) Mr. Kovner is deemed to beneficially own 3.7% of the Class of Common Stock. (viii)Mr. Lascano is deemed to beneficially own 0.01% of the Class of Common Stock. (c) Number of shares as to which Caxton International has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,194,345 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 1,194,345 Number of shares as to which Caxton Equity Growth has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 161,786 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 161,786 Number of shares as to which Caxton Equity Growth (BVI) has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 512,449 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 512,449 Number of shares as to which Caxton Alpha has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 847,092 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 847,092 Number of shares as to which GDK has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 12,500 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 12,500 Number of shares as to which Caxton Associates has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 2,728,172 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,728,172 Number of shares as to which Mr. Kovner has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 2,728,172 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,728,172 Number of shares as to which Mr. Lascano has: (i) Sole power to vote or to direct the vote: 8,100 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition: 8,100 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of 5 Percent or Less of a Class. [X] Item 6. Ownership of More than 5 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 or Control Person. 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. Certifications 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 that purpose or effect. 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. Caxton International Limited Date: 2/13/2006 /s/ Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer Date: 2/13/2006 /s/ Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary Caxton Equity Growth LLC Date: 2/13/2006 /s/ Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary, Caxton Associates, L.L.C., Manager Caxton Equity Growth (BVI) Ltd. Date: 2/13/2006 /s/ Joseph Kelly Name: Joseph Kelly Title: Vice President Date: 2/13/2006 /s/ Maxwell Quin Name: Maxwell Quin Title: Secretary Caxton Alpha Equity Holdings LP Date: 2/13/2006 /s/Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary, Caxton Associates, L.L.C., General Partner GDK, Inc. Date: 2/13/2006 /s/ Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer Date: 2/13/2006 /s/ Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary Caxton Associates, L.L.C. Date: 2/13/2006 /s/ Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary Date: 2/13/2006 /s/ Bruce S. Kovner Name: Bruce S. Kovner Title: signed by Scott B. Bernstein as Attorney-in-Fact Date: 2/13/2006 /s/ Daniel Lascano Name: Daniel Lascano The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). (Secs. 3(b), 13(d)(1), 13(d)(2), 13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901; sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec. 2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119, 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1), 78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR 18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148, Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998] Certification The undersigned hereby certifies that the shares of Rockwood Holdings Inc. purchased on behalf of Caxton International Limited, Caxton Equity Growth LLC, Caxton Equity Growth (BVI) Ltd., Caxton Alpha Equity Holdings LP and GDK, Inc., and the shares owned by Mr. Lascano were not acquired and are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Date: 2/13/2006 /s/ Andy Waldman Andy Waldman /s/ Kurt Feuerman Kurt Feuerman /s/ Daniel Lascano Daniel Lascano -----END PRIVACY-ENHANCED MESSAGE-----