-----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, K7mIcHyj4bcyAaROE3ygrcQS0/V4wYI7Te2WsXYYvuLC0X+GANtUJj+hM5JNOsWo c7/Kpk3Z7v37MK+lWl790w== 0000941302-00-000010.txt : 20000202 0000941302-00-000010.hdr.sgml : 20000202 ACCESSION NUMBER: 0000941302-00-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRISON REALTY TRUST INC CENTRAL INDEX KEY: 0001070985 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621763875 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-57233 FILM NUMBER: 507921 BUSINESS ADDRESS: STREET 1: 10 BURTON HILLS BOULEVARD STREET 2: SUITE 100 CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 6152630200 MAIL ADDRESS: STREET 1: 10 BURTON HILLS BOULEVARD STREET 2: SUITE 100 CITY: NASHVILLE STATE: TN ZIP: 37215 FORMER COMPANY: FORMER CONFORMED NAME: PRISON REALTY CORP DATE OF NAME CHANGE: 19980924 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE PARTNERS CENTRAL INDEX KEY: 0000939318 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133745262 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS STREET 2: 29TH FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128276757 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 1 TO SCHEDULE 13D) Under the Securities Exchange Act of 1934 PRISON REALTY TRUST, INC. - --------------------------------------------------------------------------- (Name of Issuer) Shares of Common Stock, par value $0.01 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 74264N105 - --------------------------------------------------------------------------- (CUSIP NUMBER) FIR TREE PARTNERS 535 Fifth Avenue 31st Floor New York, New York 10017 Tel. No.: (212) 599-0090 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with copies to - Eliot D. Raffkind, P.C. Akin, Gump, Strauss, Hauer & Feld, LLP 1700 Pacific Avenue, Suite 4100 Dallas, Texas 75201-4618 (214) 969-2800 December 29, 1999 - --------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4) check the following box [ ] The information required in 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, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. CUSIP No. 74264N105 Amendment No. 1 to 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Fir Tree, Inc. d/b/a Fir Tree Partners 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF, WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14 TYPE OF REPORTING PERSON* CO, IN *SEE INSTRUCTIONS BEFORE FILLING OUT AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1 to Schedule 13D is being filed on behalf of Fir Tree, Inc., a New York corporation, doing business as Fir Tree Partners ("Fir Tree Partners"), and Mr. Jeffrey Tannenbaum ("Mr. Tannenbaum"), the sole shareholder, executive officer, director, and principal of Fir Tree Partners, as an amendment to the initial statement on Schedule 13D, relating to shares of common stock, par value $0.01 per share ("Common Stock"), of Prison Realty Trust, Inc. (the "Issuer"), as filed with the Securities and Exchange Commission (the "Commission") on December 6, 1999 (the "Initial Schedule 13D"). The Initial Schedule 13D is hereby amended and supplemented as follows: ITEM 3. SOURCE AND AMOUNT OF FUNDS Item 3 of the Amended Schedule 13D is hereby amended and restated in its entirety to read as follows: As of December 29, 1999, Fir Tree Partners had invested $0 in shares of Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Amended Schedule 13D is hereby amended by amending and restating Items 5(a) and (c) as follows: (a) As of December 29, 1999, Fir Tree Partners and Mr. Tannenbaum are beneficial owners of 0 shares of Common Stock of the Issuer or 0% of the shares outstanding. The number of shares beneficially owned by Fir Tree Partners and Mr. Tannenbaum and the percentage of outstanding shares represented thereby have been computed in accordance with Rule 13d-3 under the Act. The percentage of beneficial ownership of Fir Tree Partners and Mr. Tannenbaum on December 29, 1999 is based on 118,381,951 outstanding shares of Common Stock as reported in the Issuer's quarterly report on Form 10-Q filed with the Commission on November 10, 1999. (c) The transactions in the Issuer's securities by Fir Tree Partners during the period of December 6, 1999 to December 29, 1999 are listed as ANNEX A attached hereto and made a part hereof. ANNEX A Transaction Buy/ Quantity Price per Date Sell (shares) Share ($) ------------ --------- --------- --------- 12/7/99 Sell 50,000 7.7125 12/7/99 Sell 72,000 7.6875 12/8/99 Sell 51,700 7.6323 12/10/99 Sell 50,000 7.5058 12/10/99 Sell 51,700 7.5069 12/13/99 Sell 50,000 7.5625 12/13/99 Sell 40,000 7.6378 12/14/99 Sell 100,000 7.3125 12/15/99 Sell 55,000 7.5000 12/15/99 Sell 20,000 7.5625 12/16/99 Sell 11,200 7.5067 12/16/99 Sell 200 7.4375 12/20/99 Sell 25,000 7.2670 12/27/99 Sell 3,230,000 5.0000 12/27/99 Sell 3,500 5.6250 12/28/99 Sell 2,367 5.3125 12/29/99 Sell 3,832,667 8.9065 --------- 7,645,334 ========= SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 14, 2000 Fir Tree, Inc. d/b/a/ Fir Tree Partners By: /S/JEFFREY TANNENBAUM ------------------------------- Jeffrey Tannenbaum, President /S/JEFFREY TANNENBAUM ----------------------------- Jeffrey Tannenbaum -----END PRIVACY-ENHANCED MESSAGE-----