0000872573-05-000007.txt : 20120703
0000872573-05-000007.hdr.sgml : 20120703
20050118133910
ACCESSION NUMBER: 0000872573-05-000007
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050118
DATE AS OF CHANGE: 20050118
GROUP MEMBERS: CAXTON ASSOCIATES, L.L.C.
GROUP MEMBERS: CAXTON INTERNATIONAL LIMITED
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-48735
FILM NUMBER: 05533161
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/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
crn13gamd1exit.txt
SC 13G/A
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
(Amendment No. 1, Exiting)*
CORNELL COMPANIES, INC.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
219141108
(CUSIP Number)
December 31, 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
32,700
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
32,700
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,700
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12
TYPE OF REPORTING PERSON*
BD
*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
249,231
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
249,231
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
249,231
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.8%
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
9,359
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
9,359
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,359
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
30,910
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
30,910
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,910
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
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
322,200
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
322,200
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
322,200
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4%
12
TYPE OF REPORTING PERSON*
IA
*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
322,200
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
322,200
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
322,200
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.4%
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!
This Amendment 1 (Exiting) to Schedule 13G relates to the
Common Stock, par value $.01 per share (the "Common Stock")
of Cornell Companies, Inc., a Delaware corporation, 1700
West Loop South, Suite 1500, Houston, TX 77027.
Item 4. Ownership
(a) Amount beneficially owned:
(i) The amount of shares of Common Stock beneficially owned by
GDK is 32,700.
(ii) The amount of shares of Common Stock beneficially owned by
Caxton International is 249,231.
(iii) The amount of shares of Common Stock beneficially owned by
Caxton Equity Growth is 9,359.
(iv) The amount of shares of Common Stock beneficially owned by
Caxton Equity Growth (BVI) is 30,910.
(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 322,200.
(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 0.2% of the Class of Common
Stock.
(ii) Caxton International beneficially owns 1.8% of the Class
of Common Stock.
(iii) Caxton Equity Growth beneficially owns 0.1% of the
Class of Common Stock.
(iv) Caxton Equity Growth (BVI) beneficially owns 0.2% of the
Class of Common Stock.
(v) Caxton Associates is deemed to beneficially own 2.4%
of the class of Common Stock.
(vi) Mr. Kovner is deemed to beneficially own 2.4% 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: 32,700
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 32,700
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: 249,231
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 249,231
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: 9,359
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 9,359
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: 30,910
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition
of: 30,910
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: 322,200
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition
of: 322,200
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: 322,200
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition
of: 322,200
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 or Less of a Class.
[X]
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.
January 18, 2005
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 GDK, Inc., Caxton
International Limited, Caxton Equity Growth (BVI) Ltd.,
Caxton Equity Growth LLC, 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: January 18, 2005