-----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, OihGQBTTW89YADSM5LCgd8iz4MIYNJOPYBadhL3lxrghCAYokX4cB7fW2N3taMUA AOio3YTCfGo/mNt1mtzGVg== 0000941302-97-000045.txt : 19970606 0000941302-97-000045.hdr.sgml : 19970606 ACCESSION NUMBER: 0000941302-97-000045 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970605 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: T SF COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000847841 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 731341805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40867 FILM NUMBER: 97619852 BUSINESS ADDRESS: STREET 1: 2407 E SKELLY DR CITY: TULSA STATE: OK ZIP: 74105 BUSINESS PHONE: 9187472600 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. 3 to SCHEDULE 13D) Under the Securities Exchange Act of 1934 T/SF COMMUNICATIONS CORPORATION - --------------------------------------------------------------------------- (Name of Issuer) Shares of Common Stock, par value $0.10 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 872857107 (CUSIP NUMBER) FIR TREE PARTNERS 1211 Avenue of the Americas 29th Floor New York, New York 10036 Tel. No.: (212) 398-3500 - --------------------------------------------------------------------------- (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 April 22, 1997 - --------------------------------------------------------------------------- (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. 872857107 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 487,206 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 487,206 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 487,206 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.76% 14 TYPE OF REPORTING PERSON* CO, IN *SEE INSTRUCTIONS BEFORE FILLING OUT AMENDMENT No. 3 TO SCHEDULE 13D This Amendment No. 3 to Schedule 13D is being filed on behalf of Fir Tree, Inc., a New York corporation, doing business as Fir Tree Partners, and Mr. Jeffrey Tannenbaum, the sole shareholder, executive officer, director, and principal, as an amendment to the initial statement on Schedule 13D, relating to shares of Common Stock of TS/F Communications Corporation, as filed with the Securities and Exchange Commission (the "Commission") on September 25, 1995, amended by Amendment No. 1 to Schedule 13D filed with the Commission on May 7, 1996 and further amended by Amendment No. 2 to Schedule 13D filed with the Commission on March 24, 1997 (as amended, the "Amended Schedule 13D"). The Amended Schedule 13D is hereby further 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 May 29, 1997, Fir Tree Partners had invested (i) $5,465,287 in shares of Common Stock through Fir Tree Value Fund, (ii) $1,230,859 in shares of Common Stock through Fir Tree Institutional and (iii) $536,787 in shares of Common Stock through Fir Tree LDC, all as described in Item 5 below. The source of these funds was the working capital of each of Fir Tree Value Fund, Fir Tree Institutional and Fir Tree LDC, as the case may be. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Amended Schedule 13D is hereby amended by amending and restating Items 5(a) and (c) as follows: (a) As of May 29 1997, Fir Tree Partners and Mr. Tannenbaum are beneficial owners of 487,206 shares of Common Stock or 14.76% of the shares outstanding. The 487,206 shares described above are beneficially owned by Fir Tree Partners and Mr. Tannenbaum for the account of the Fir Tree Value Fund, Fir Tree Institutional or Fir Tree LDC, as the case may be. The number of shares beneficially owned by Fir Tree Partners and Mr. Tannenbaum and the percentage of outstanding shares represented thereby, have been computed in accordance with Rule 13d-3 under the Act. The percentage of beneficial ownership of Fir Tree Partners and Mr. Tannenbaum on May 29, 1997 is based on 3,301,652 outstanding shares of Common Stock as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997. (c) The transactions in the Issuer's securities by Fir Tree Partners during the period of March 17, 1997 to May 29, 1997 are listed as Annex A attached hereto and made a part hereof. ANNEX A Transaction Quantity Price per Date Buy/Sell (shares) Share ($) ----------- --------- --------- --------- 3/17/97 Buy 1,000 26.7500 3/18/97 Buy 9,300 26.5672 3/19/97 Buy 1,300 26.3750 4/9/97 Buy 1,000 25.2500 4/14/97 Buy 1,000 25.3750 4/15/97 Buy 1,000 25.2500 4/16/97 Buy 3,100 25.3266 4/17/97 Buy 1,000 25.2500 4/18/97 Buy 8,000 25.2500 4/21/97 Buy 6,500 25.2980 4/22/97 Buy 1,500 25.2500 4/23/97 Buy 1,600 25.2344 4/28/97 Buy 5,000 22.2500 4/30/97 Buy 200 25.6250 5/8/97 Buy 5,000 25.2500 5/9/97 Buy 200 25.6250 5/14/97 Buy 100 25.6250 5/15/97 Buy 200 25.6250 5/29/97 Buy 1,000 26.5000 48,000 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: June 5, 1997 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-----