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