SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
P.F. CHANG'S CHINA BISTRO, INC.
-------------------------------
(Name of Issuer)
Common Stock, No Par Value
------------------------------
(Title of Class of Securities)
69333Y108
--------------
(CUSIP Number)
December 31, 1999
-------------------------------------
(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 disclosure
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).
(Continued on following pages)
Page 1 of 11 Pages
Exhibit Index: Page 9
<PAGE>
SCHEDULE 13G
CUSIP No. 69333Y108 Page 2 of 11 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Caxton International Limited
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
British Virgin Islands
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
225,700
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
2.2%
12 Type of Reporting Person*
CO; IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69333Y108 Page 3 of 11 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Caxton Associates, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 255,400
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 255,400
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
255,400
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
2.5%
12 Type of Reporting Person*
00 (Limited Liability Company); IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 69333Y108 Page 4 of 11 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Bruce S. Kovner
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 255,400
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
255,400
9 Aggregate Amount Beneficially Owned by Each Reporting Person
255,400
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
2.5%
12 Type of Reporting Person*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 11 Pages
Item 1(a) Name of Issuer:
P.F. Chang's China Bistro, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
5090 North 40th Street
Suite 160
Phoenix, AZ 85018
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Caxton International Limited ("Caxton International")
(ii) Caxton Associates, L.L.C. ("Caxton Associates").
Caxton Associates is the trading advisor to Caxton
International and also serves as Managing Member of a
domestic private investment company (together with
Caxton International, the "Caxton Accounts") and, as
such, has voting and dispositive power with respect
to the investments of the Caxton Accounts.
(iii) Mr. Bruce S. Kovner. Mr. Kovner is the Chairman and
sole shareholder of Caxton Corporation. Caxton
Corporation is 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 managed by Caxton Associates
for the Caxton Accounts.
Item 2(b) Address of Principal Business Office or, if None, Residence:
(i) The address of Caxton International is c/o Leeds
Management Services Ltd., 129 Front Street, Hamilton
HM12, Bermuda.
(ii) The address of Caxton Associates is c/o Caxton
Corporation, 315 Enterprise Drive, Plainsboro, New
Jersey 08902.
(iii) The business address of Mr. Kovner is 667 Madison
Avenue, New York, NY 10021.
Item 2(c) Citizenship:
(i) Caxton International is a British Virgin Islands
corporation.
(ii) Caxton Associates is a Delaware limited liability
company.
(iii) Mr. Kovner is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, no par value.
<PAGE>
Page 6 of 11 Pages
Item 2(e) CUSIP Number:
69333Y108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not applicable
Item 4. Ownership:
(a) Amount beneficially owned:
The amount of shares of Common Stock beneficially owned by
Caxton International is 225,700. The amount of shares of Common Stock considered
to be beneficially owned by Caxton Associates by reason of its voting and
dispositive powers is 255,400. Mr. Kovner may also be deemed to beneficially own
such shares (see Response to Item 2(a)(ii)).
(b) Percent of Class: Caxton International beneficially owns
approximately 2.2% of the Class of Common Stock. Caxton Associates beneficially
owns approximately 2.5% 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: 0
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Number of shares as to which Caxton Associates has:
(i) Sole power to vote or to direct the vote: 255,400
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition: 255,400
(iv) Shared power to dispose or to direct the disposition of: 0
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: 255,400
(iii) Sole power to dispose or to direct the disposition: 0
(iv) Shared power to dispose or to direct the disposition of: 255,400
Item 5. Ownership of Five Percent or Less of a Class:
This statement is being filed to report the fact that the
reporting persons have ceased to be the beneficial owners of more than five
percent of the class of securities.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
<PAGE>
Page 7 of 11 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by 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 his/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.
<PAGE>
Page 8 of 11 Pages
SIGNATURES
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.
Date: February 3, 2000
CAXTON INTERNATIONAL LIMITED
By: /S/ NITIN AGGARWAL
-------------------------------------
Name: Nitin Aggarwal
Title: President
By: /S/ MAXWELL QUINN
-------------------------------------
Name: Maxwell Quinn
Title: Director and Secretary
CAXTON ASSOCIATES, L.L.C.
By: /S/ SCOTT BERNSTEIN
-------------------------------------
Name: Scott Bernstein
Title: Vice President and
General Counsel
BRUCE S. KOVNER
By: /S/ SCOTT B. BERNSTEIN
-------------------------------------
Name: Scott B. Bernstein
Title: Attorney-in-Fact
<PAGE>
Page 9 of 11 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Acquisition Statement pursuant to Rule 13d-1(k)(1)........ 10
B. Power of Attorney dated March 17, 1998 granted by Mr.
Bruce S. Kovner in favor of Scott B Bernstein................... 11
Page 10 of 11 Pages
EXHIBIT A
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)(1)
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.
Date: February 3, 2000
CAXTON INTERNATIONAL LIMITED
By: /S/ NITIN AGGARWAL
-------------------------------------
Name: Nitin Aggarwal
Title: President
By: /S/ MAXWELL QUINN
-------------------------------------
Name: Maxwell Quinn
Title: Director and Secretary
CAXTON ASSOCIATES, L.L.C.
By: /S/ SCOTT BERNSTEIN
-------------------------------------
Name: Scott Bernstein
Title: Vice President and
General Counsel
BRUCE S. KOVNER
By: /S/ SCOTT B. BERNSTEIN
-------------------------------------
Name: Scott B. Bernstein
Title: Attorney-in-Fact
Page 11 of 11 Pages
EXHIBIT B
POWER OF ATTORNEY
The undersigned hereby appoints Scott B. Bernstein the undersigned's
true and lawful attorney-in-fact, with full power of substitution and
resubstituion, for him in his name, place and stead and in his individual
capacity, to execute and deliver on behalf of the undersigned all applications,
reports, or documents filed pursuant to (i) the Securities Exchange Act of 1934,
as amended, or any rule or regulations thereunder, including, without
limitation, Schedules 13D, 13F and 13G, and Forms 3 and 4, and (ii) the
Securities Act of 1933, as amended, or any rule or regulation thereunder,
including, without limitation, Forms 144, and any amendments to said
applications reports or documents, and any all instruments, affidavits and
exhibits necessary or desirable in connection therewith, and to take all other
necessary action in connection therewith.
This Power of Attorney shall remain in effect with respect to Mr.
Bernstein until revoked by the undersigned. The Power of Attorney hereby granted
is coupled with an interest and shall survive and shall not be affected by the
subsequent disability, incompetency or death of the undersigned.
IN WITNESS HEREOF, I have herewith set my hand this 17th day of March,
1998.
/S/ BRUCE S. KOVNER
________________________________________
Bruce S. Kovner
STATE OF NEW YORK )
: SS.:
COUNTY OF NEW YORK )
On the 17th day of March, 1998 before me personally came Bruce S.
Kovner, to me known, and known to me to be the individual described in, and who
executed the foregoing instrument, and he acknowledged to me that he executed
the same.
/S/ TERESA F. BROOKS
________________________________________
Teresa F. Brooks
Notary Public, State of New York
No 018R5034553
Qualified in New York County
Commission expires October 17, 1998
