-----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, Ub59018iEYWGZ6yXmkSnPRlYZmhhqPm04MDoZQxqUAcmWemfdyWBEDtmyDr9awSn N1CJSBhRTKKXkx+2foGbFg== 0000872573-04-000010.txt : 20040303 0000872573-04-000010.hdr.sgml : 20040303 20040303143726 ACCESSION NUMBER: 0000872573-04-000010 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040303 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. ANTHONY SCOLARO GROUP MEMBERS: MR. BRUCE S. KOVNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORNELL COMPANIES INC CENTRAL INDEX KEY: 0001016152 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 760433642 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48735 FILM NUMBER: 04645693 BUSINESS ADDRESS: STREET 1: 1700 WEST LOOP SOUTH STREET 2: STE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7136230790 MAIL ADDRESS: STREET 1: 1700 WEST LOOP SOUTH STREET 2: STE 1500 CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: CORNELL CORRECTIONS INC DATE OF NAME CHANGE: 19960604 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 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 1 cornell13g.txt SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ___________________ SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 CORNELL COMPANIES, INC. (Name of Issuer) Common Stock, $.001 Par Value (Title of Class of Securities) 219141108 (CUSIP Number) March 1, 2004 (Date of event which requires filing 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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to the "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). SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) GDK, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) n/a 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 3,900 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 3,900 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,900 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.03% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Caxton International Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) n/a 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 615,951 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 615,951 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 615,951 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.6% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Caxton Equity Growth LLC 22-3682580 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) n/a 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 18,414 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 18,414 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,414 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Caxton Equity Growth (BVI) Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) n/a 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 62,735 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 62,735 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,735 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Caxton Associates, L.L.C. 22-3430173 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) n/a 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 701,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 701,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 701,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.2% 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Bruce S. Kovner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/a (b) n/a 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 701,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 701,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 701,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.2% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Anthony Scolaro 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) n/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 5,900 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 5,900 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,900 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.04% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: Cornell Companies, Inc. Item 1 (b). Address of Issuer's Principal Executive Offices: 1700 West Loop South Suite 1500 Houston, TX 77027. Item 2 (a). Name of Person Filing: (i) GDK, Inc. ("GDK") (ii) Caxton International Limited ("Caxton International") (iii) Caxton Equity Growth LLC ("Caxton Equity Growth") (iv) Caxton Equity Growth (BVI) Ltd. ("Caxton Equity Growth (BVI)") (v) Caxton Associates, L.L.C. ("Caxton Associates"). Caxton Associates is the trading advisor to GDK, Caxton International and Caxton Equity Growth (BVI), and the manager of Caxton Equity Growth (together with GDK, Caxton International, Caxton Equity Growth and Caxton Equity Growth (BVI) the "Caxton Accounts") and as such, has voting and dispositive power with respect to the investments of the Caxton Accounts. (vi) 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. (vii) Mr. Anthony Scolaro. Item 2 (b). Address of Principal Business Office or, if None, Residence: (i) The address of GDK is c/o Prime Management Limited, Mechanics Building, 12 Church Street, Hamilton HM11, Bermuda. (ii) The address of Caxton International is c/o Prime Management Limited, Mechanics Building, 12 Church Street, Hamilton HM11, Bermuda. (iii) The address of Caxton Equity Growth is c/o Caxton Associates, Princeton Plaza, Building 2, 731 Alexander Road, Princeton, NJ 08540. (iv) The address of Caxton Equity Growth (BVI) is c/o Prime Management Limited, Mechanics Building, 12 Church Street, Hamilton HM11, Bermuda. (v) The address of Caxton Associates is Princeton Plaza, Building 2, 731 Alexander Road, Princeton, NJ 08540. (vi) The business address of Mr. Kovner is 500 Park Avenue, New York, NY 10022. (vii) The business address of Mr. Scolaro is 500 Park Avenue, New York, NY 10022. Item 2 (c). Citizenship: (i) GDK is a British Virgin Islands corporation. (ii) Caxton International is a British Virgin Islands Corporation. (iii) Caxton Equity Growth is a Delaware limited liability company. (iv) Caxton Equity Growth (BVI) is a British Virgin Islands Corporation. (v) Caxton Associates is a Delaware limited liability company. (vi) Mr. Kovner is a United States citizen. (vii) Mr. Scolaro is a United States citizen. Item 2 (d). Title of Class of Securities: Common Stock Item 2 (e). CUSIP No: 219141108 Item 3. If this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. Item 4. Ownership (a) Amount beneficially owned: (i) The amount of shares of Common Stock beneficially owned by GDK is 3,900. (ii) The amount of shares of Common Stock beneficially owned by Caxton International is 615,951. (iii) The amount of shares of Common Stock beneficially owned by Caxton Equity Growth is 18,414. (iv) The amount of shares of Common Stock beneficially owned by Caxton Equity Growth (BVI) is 62,735. (v) The amount of shares of Common Stock considered to be beneficially owned by Caxton Associates by reason of its voting and dispositive powers is 701,000. (vi) 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. (vii) The amount of shares of Common Stock beneficially owned by Mr. Scolaro is 5,900. (b) Percent of Class: (i) GDK beneficially owns 0.03% of the Class of Common Stock. (ii) Caxton International beneficially owns 4.6% of the Class of Common Stock. (iii) Caxton Equity Growth beneficially 0.1% owns of the Class of Common Stock. (iv) Caxton Equity Growth (BVI) beneficially owns 0.5% of the Class of Common Stock. (v) Caxton Associates is deemed to beneficially own 5.2% of the class of Common Stock. (vi) Mr. Kovner is deemed to beneficially own 5.2% of the Class of Common Stock. (vii) Mr. Scolaro beneficially owns 0.04% of the Class of Common Stock. (c) 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: 3,900 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 3,900 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: 615,951 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 615,951 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: 18,414 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 18,414 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: 62,735 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition of: 62,735 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: 701,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 701,000 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: 701,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 701,000 Number of shares as to which Mr. Scolaro has: (i) Sole power to vote or to direct the vote: 5,900 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 5,900 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent of Less of a Class. Not Applicable. 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 Reported on 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, each of the reporting persons hereby certifies that, to the best of its knowledge and belief, the securities referred to above 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. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. March 3, 2004 GDK, INC. By:/s/Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer By:/s/Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary CAXTON INTERNATIONAL LIMITED By:/s/Joseph Kelly Name: Joseph Kelly Title: Vice President and Treasurer By:/s/Maxwell Quin Name: Maxwell Quin Title: Vice President and Secretary CAXTON EQUITY GROWTH (BVI) Ltd. By:/s/Joseph Kelly Name: Joseph Kelly Title: Vice President By:/s/Maxwell Quin Name: Maxwell Quin Title: Secretary CAXTON EQUITY GROWTH LLC By:/s/Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary, Caxton Associates, L.L.C., Manager CAXTON ASSOCIATES, L.L.C. By:/s/Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary /s/Bruce S. Kovner Bruce S. Kovner, by Scott B. Bernstein as Attorney-in-Fact /s/Anthony Scolaro Anthony Scolaro Certification The undersigned hereby certifies that the shares of Cornell Companies, Inc. purchased on behalf of Caxton International Limited, Caxton Equity Growth (BVI) Ltd. and Caxton Equity Growth LLC, GDK, Inc. and the shares owned by Mr. Scolaro 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. /s/Andy Waldman Andy Waldman /s/Kurt Feuerman Kurt Feuerman /s/Ross Taylor Ross Taylor /s/Anthony Scolaro Anthony Scolaro Date: March 3, 2004 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)(l) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G 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: March 3, 2004 GDK, INC. By:/s/Joseph Kelly Name: Joseph Kelly Title: Vice President & Treasurer By:/s/Maxwell Quin Name: Maxwell Quin Title: Vice President & Secretary CAXTON INTERNATIONAL LIMITED By:/s/Joseph Kelly Name: Joseph Kelly Title: Vice President & Treasurer By:/s/Maxwell Quin Name: Maxwell Quin Title: Vice President & Secretary CAXTON EQUITY GROWTH (BVI) Ltd. By:/s/Joseph Kelly Name: Joseph Kelly Title: Vice President By:/s/Maxwell Quin Name: Maxwell Quin Title: Secretary CAXTON EQUITY GROWTH LLC By:/s/Scott B. Bernstein Name: Scott B. Bernstein Title: Secretary, Caxton Associates, L.L.C., Manager CAXTON ASSOCIATES, L.L.C. By:/s/Scott B Bernstein Name: Scott B. Bernstein Title: Secretary /s/Bruce S. Kovner Bruce S. Kovner, by Scott B. Bernstein as Attorney-in-Fact /s/Anthony Scolaro Anthony Scolaro -----END PRIVACY-ENHANCED MESSAGE-----