SC 13D 1 pwei13d.txt SC 13D PW EAGLE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PW Eagle, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69366Y108 (CUSIP Number) Mr. Scott B. Bernstein, Esq. Caxton Associates, L.L.C. 731 Alexander Road, Bldg. 2 Princeton, New Jersey 08540 (609) 419-1800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 3/6/2006 (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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *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 ("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 of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Caxton International Limited (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_| (b)|_| (3) SEC Use Only. (4) Source of Funds (See Instructions). WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization British Virgin Islands Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 669,000 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 669,000 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 669,000 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 6.0% (14) Type of Reporting Person (See Instructions). CO (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). 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) Source of Funds (See Instructions). Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 669,000 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 669,000 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 669,000 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 6.0% (14) Type of Reporting Person (See Instructions). IA (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kovner, Bruce (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_| (b)|_| (3) SEC Use Only. (4) Source of Funds (See Instructions). Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 669,000 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 669,000 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 669,000 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 6.0% (14) Type of Reporting Person (See Instructions). IN Item 1. Security and Issuer This Schedule 13D relates to the Common Stock, par value $0.01 (the "Common Stock") of PW Eagle, Inc. (the "Company"). The principal executive office of the Company is located at 1550 Valley River Drive, Eugene, OR 97401. Item 2. Identity and Background (a) This statement is filed by Caxton International Limited, a British Virgin Islands corporation ("Caxton International"), Caxton Associates, L.L.C., a Delaware limited liability company ("Caxton Associates") and Mr. Bruce Kovner. The persons listed on Schedule B annexed hereto are the directors and executive officers of Caxton International and the persons listed on Schedule C annexed hereto are the executive officers of Caxton Associates (together the "Listed Persons"). (b) (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 Associates is Princeton Plaza, Building 2, 731 Alexander Road, Princeton, NJ 08540. (iii) The business address of Mr. Kovner is 500 Park Avenue, New York, NY 10022. (c) (i) The principal business of Caxton International is engaging in the trading and investing in international currency, financial and commodity interests and securities, as well as other investments. (ii) The principal business of Caxton Associates is trading and investing. (iii) The principal occupation of Mr. Kovner is Chairman of Caxton Associates. (d) No person filing this statement and none of the Listed Persons (to the knowledge of the undersigneds) has during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No person filing this statement and none of the Listed Persons (to the knowledge of the undersigneds) has during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding was or is subject to a judgement, 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. (f) Mr. Kovner is a United States citizen. Schedules B and C set forth the citizenship of each of the Listed Persons. Item 3. Source and Amount of Funds or Other Consideration An aggregate of $11,355,765.24 (excluding commissions, if any) was paid in a series of transactions pursuant to which Caxton International acquired and sold shares of Common Stock of the Company. The purchase price for such acquired shares was paid out of Caxton International's working capital. Item 4. Purpose of Transaction. The Reporting Persons believe that the intrinsic value of the Company, and the amount a strategic or financial buyer would pay to acquire the Company, is significantly greater than the current market value of the Common Stock. The Reporting Persons accordingly believe that the Board of Directors of the Company (the "Board") should undertake a process to actively consider strategic alternatives for the purpose of maximizing shareholder value. The Reporting Persons also believe that the Company should promptly take steps to reduce its current base of shares through repurchases funded from free cash flow and the proceeds of a modest amount of borrowings. The Reporting Persons believe that free cash flow should be returned to stockholders and that a modest amount of financial leverage would be desirable for the Company. In addition, the Reporting Persons believe that the structure and composition of the Board do not serve the best interests of the Company's shareholders. The Reporting Persons believe that all directors should be elected annually, rather than serving staggered three-year terms, and that a majority of the Company's directors should not be affiliated with a single 15% stockholder. Pirate Capital LLC ("Pirate Capital") has announced that on March 9, 2006, it delivered to the Company a notice to make certain nominations and proposals at the Company's 2006 annual meeting of stockholders. Pirate Capital also indicated in its Schedule 13D filed with the Securities and Exchange Commission that it intends to encourage the Company to actively pursue strategic alternatives to maximize shareholder value, including the potential sale of the Company. The Reporting Persons believe that Pirate Capital's plans seem generally aligned with the Reporting Persons' interests and intend to study Pirate Capital's proxy materials if and when they become available. Representatives of the Reporting Persons have had conversations with members of the Company's operating management and with members of the Board and have advised them as to the Reporting Persons positions expressed above. The Reporting Persons reserve the right to communicate further with the Company's operating management and with members of its Board, as well as with other stockholders and third parties about these and other matters. The Reporting Persons continue to examine all of their options with respect to the possibility of taking actions that they believe will enhance shareholder value. Any such actions could relate to or result in one or more of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons also reserve the right to purchase or otherwise acquire additional Common Stock or to sell or otherwise dispose of Common Stock owned by them, in each case in open market or privately negotiated transactions or otherwise. Item 5. Interest in Securities of the Issuer (a) Caxton International beneficially owns 669,000 shares of Common Stock (which includes warrants to purchase 60,000 shares of Common Stock), representing approximately 6.0% of the total shares of Common Stock issued and outstanding. (b) (i) Caxton Associates is the trading advisor to Caxton International and, as such, has voting and dispositive power with respect to the investments of Caxton International. As a result of the foregoing, Caxton Associates may be deemed beneficially to own the securities of the Issuer owned by Caxton International. (ii) 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 fore- going, Mr. Kovner may be deemed beneficially to own the securities of the Issuer owned by Caxton International. (c) Caxton International acquired additional shares and/or sold shares of Common Stock in a series of open market transactions effected primarily with independent brokers and, to a lesser extent, directly with market makers utilizing the NASDAQ System, between January 13 and March 14, 2006. See Schedule A for disclosure of (1) the date, (2) the price and (3) the amount of shares purchased and/or sold by Caxton International during the past 60 days. (d) Except as described above, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to the Stock and Warrant Purchase Agreement (the "Purchase Agreement") dated December 5, 2005 between Caxton International and the Company, Caxton International acquired 240,000 shares of Common Stock and warrants to acquire 60,000 shares of Common Stock at an exercise price of $27.00. Pursuant to the Purchase Agreement, the Company agreed to register the shares pursuant to the Securities Act of 1933. The Company filed such registration on February 23, 2006. Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons filing this Report or the Listed Persons or between such persons and any other person with respect to any securities of the Company, including, but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or with- holding of proxies. Item 7. Material to Be Filed as Exhibits There is filed herewith as Exhibit A a written agreement relating to the filing or joint acquisition statements as required by Rule 13d-1(f)(1) under the Exchange Act. 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. Caxton International Limited Date: 3/15/2006 /s/ Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer Date: 3/15/2006 /s/ Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary Caxton Associates, L.L.C. Date: 3/15/2006 /s/ Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary Date: 3/15/2006 /s/ Bruce S. Kovner Name: Bruce S. Kovner Title: signed by Scott B. Bernstein as Attorney-in-Fact 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). Schedule A Caxton International Limited No of Shares Price Per Share Trade Date Purchased (Sold) (Excluding Commission) 13-Jan-06 11,400 22.2865 17-Jan-06 5,000 21.6994 20-Jan-06 5,000 19.6500 02-Feb-06 1,300 21.2377 02-Feb-06 15,000 21.6779 03-Feb-06 8,700 21.4319 07-Feb-06 10,000 21.6418 09-Feb-06 9,000 22.6642 10-Feb-06 (3,900) 23.3500 14-Feb-06 (20,100) 23.4145 15-Feb-06 (30,300) 24.4160 16-Feb-06 6,800 19.2600 16-Feb-06 (1,800) 20.0472 16-Feb-06 10,300 22.0610 17-Feb-06 5,000 18.9368 22-Feb-06 (4,800) 20.0413 23-Feb-06 4,800 21.0771 24-Feb-06 10,000 21.5443 28-Feb-06 1,500 22.0130 28-Feb-06 10,700 22.0729 28-Feb-06 15,000 22.1500 01-Mar-06 10,000 22.6500 01-Mar-06 15,000 22.6958 02-Mar-06 10,000 23.0100 02-Mar-06 20,000 23.1250 02-Mar-06 67,800 23.1713 03-Mar-06 20,000 24.6750 03-Mar-06 80,000 24.7947 06-Mar-06 30,000 23.7348 07-Mar-06 45,000 23.3750 07-Mar-06 5,000 23.9000 08-Mar-06 19,000 23.4489 08-Mar-06 15,000 23.4667 10-Mar-06 50,000 23.0534 Exhibit Index Exhibit 1 - Joint Acquisition Statement Pursuant To Rule 13d-1(k)(1). Exhibit 1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) (1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: 3/15/2006 Caxton International Limited /s/ Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer /s/ Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary Caxton Associates, L.L.C. /s/ Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary /s/ Bruce S. Kovner Name: Bruce S. Kovner Title: signed by Scott B. Bernstein as Attorney-in-Fact Schedule B Caxton International Limited Board of Directors Joseph Kelly c/o Prime Management Limited Mechanics Bldg., 12 Church Street Hamilton HM11 Bermuda Principal Occupation: President, Prime Management Limited Citizenship: British Peter P. D'Angelo c/o Caxton Associates, L.L.C. 500 Park Avenue New York, NY 10022 Principal Occupation: President, Caxton Associates, L.L.C. Citizenship: United States Maxwell Quin c/o Prime Management Limited Mechanics Bldg., 12 Church Street Hamilton HM11 Bermuda Principal Occupation: Attorney-At-Law Citizenship: British William Anderson c/o Prime Management Limited Mechanics Bldg., 12 Church Street Hamilton HM11 Bermuda Principal Occupation: Managing Director, Trident Advisors, Inc. Toronto, Ontario, Canada Citizenship: Canadian Scott B. Bernstein c/o Caxton Associates, L.L.C. 500 Park Avenue New York, NY 10022 Principal Occupation: General Counsel and Secretary, Caxton Associates, L.L.C. Citizenship: United States Executive Officers William Anderson, President c/o Prime Management Limited Mechanics Bldg., 12 Church Street Hamilton HM11 Bermuda Principal Occupation: Managing Director, Trident Advisors, Inc. Toronto, Ontario, Canada Citizenship: Canadian Joseph Kelly, Vice President and Treasurer c/o Prime Management Limited Mechanics Bldg., 12 Church Street Hamilton HM11 Bermuda Principal Occupation: President, Prime Management Limited Citizenship: British Maxwell Quin, Vice President and Secretary c/o Prime Management Limited Mechanics Bldg., 12 Church Street Hamilton HM11 Bermuda Principal Occupation: Attorney-At-Law Citizenship: British Schedule C Caxton Associates, L.L.C. Executive Officers - Caxton Associates, L.L.C. Bruce Kovner, Chairman 500 Park Avenue New York, NY 10022 Principal Occupation: Chairman, Caxton Associates, L.L.C. Citizenship: United States Peter P. D'Angelo, President 500 Park Avenue New York, NY 10022 Principal Occupation: President, Caxton Associates, L.L.C. Citizenship: United States John G. Forbes, Jr., Chief Financial Officer 500 Park Avenue New York, NY 10022 Principal Occupation: Chief Financial Officer, Caxton Associates, L.L.C. Citizenship: United States Scott B. Bernstein, General Counsel and Secretary 500 Park Avenue New York, NY 10022 Principal Occupation: General Counsel and Secretary, Caxton Associates, L.L.C. Citizenship: United States