-----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, Ca8KN5WPIURpAqFsoZQL7PmPegw2miaLoJQRyzslE0tTKOaius0G+R+Ik9WF2Vls akKC1tw5Ad9NAadY+RGDvA== 0000941302-97-000043.txt : 19970606 0000941302-97-000043.hdr.sgml : 19970606 ACCESSION NUMBER: 0000941302-97-000043 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970605 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ECHELON INTERNATIONAL CORP CENTRAL INDEX KEY: 0001023275 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 592554218 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50985 FILM NUMBER: 97619850 BUSINESS ADDRESS: STREET 1: ONE PROGRESS PLAZA STE 2600 CITY: ST PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 8138246531 MAIL ADDRESS: STREET 1: ECHELON INTERNATIONAL CORP STREET 2: ONE PROGRESS PLAZA STE 2600 CITY: ST PETERSBURG STATE: FL ZIP: 33701 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 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 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ECHELON INTERNATIONAL CORP. - --------------------------------------------------------------------------- (Name of Issuer) Shares of Common Stock, par value $0.01 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 278747100 - --------------------------------------------------------------------------- (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 May 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. 278747100 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 346,192 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 346,192 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 346,192 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.11% 14 TYPE OF REPORTING PERSON* CO, IN *SEE INSTRUCTIONS BEFORE FILLING OUT SCHEDULE 13D This Schedule 13D (this "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, relating to shares of common stock, par value $0.01 per share ("Common Stock"), of Echelon International Corp. (the "Issuer"). This Schedule 13D relates to shares of Common Stock of the Issuer purchased by Fir Tree Partners for the account of (i) Fir Tree Value Fund, L.P. ("Fir Tree Value Fund"), of which Mr. Tannenbaum is the general partner, (ii) Fir Tree Institutional Value Fund, L.P. ("Fir Tree Institutional"), of which Mr. Tannenbaum is a member of the general partner, and (iii) Fir Tree Value Partners LDC ("Fir Tree LDC"), of which Mr. Tannenbaum acts as investment advisor. ITEM 1. SECURITY AND ISSUER Securities acquired: Shares of Common Stock, par value $0.01 per share Issuer: Echelon International Corp. One Progress Plaza, Suite 2600 St. Petersburg, FL 33701 Tel. No. (813) 824-6531 ITEM 2. IDENTITY AND BACKGROUND Fir Tree, Inc., a New York corporation, doing business as Fir Tree Partners, provides investment management services to private individuals and institutions, and is located at 1211 Avenue of the Americas, 29th Floor, New York, NY 10036. Mr. Tannenbaum is the sole shareholder, executive officer, director and principal of Fir Tree Partners. Mr. Tannenbaum's principal occupation is investment management and he is a United States citizen. His business address is Fir Tree Partners, 1211 Avenue of the Americas, 29th Floor, New York, NY 10036. Neither Fir Tree Partners nor Mr. Tannenbaum has been convicted in a criminal proceeding during the last five years. Neither Fir Tree Partners nor Mr. Tannenbaum is or during the past five years was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof, subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS As of May 27, 1997, Fir Tree Partners had invested (i) $5,737,528 in shares of Common Stock through Fir Tree Value Fund, (ii) $541,078 in shares of Common Stock through Fir Tree Institutional and (iii) $251,876 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 4. PURPOSE OF THE TRANSACTION Fir Tree Partners and Mr. Tannenbaum acquired shares of Common Stock for portfolio investment purposes, and do not have any present plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer, but Fir Tree Partners and Mr. Tannenbaum reserve the right to consider or make such plans and/or proposals in the future. Fir Tree Partners and Mr. Tannenbaum reserve the right to acquire, or dispose of, additional securities of the Issuer, in the ordinary course of business, to the extent deemed advisable in light of its general investment and trading policies, market conditions or other factors. Fir Tree Partners may contact the Issuer and/or other shareholders regarding potential strategies to increase shareholder value. Other than as described above, neither Fir Tree Partners nor Mr. Tannenbaum has present plans or proposals which would result in any of the following: 1) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; 2) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; 3) any change in the present board of directors or managers of the Issuer; 4) any material change in the present capitalization or dividend policy of the Issuer; 5) any other material change in the Issuer's business or corporate structure; 6) any change in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; 7) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; 8) causing a class of securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or 9) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (b) As of May 27, 1997, Fir Tree Partners and Mr. Tannenbaum are beneficial owners of 346,192 shares of Common Stock or 5.11% of the shares outstanding. The 346,192 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 27, 1997 is based on 6,768,774 outstanding shares of Common Stock as of May 14, 1997 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 1997. (b) Fir Tree Partners and Mr. Tannenbaum for the account of each of Fir Tree Value Fund, Fir Tree Institutional and Fir Tree LDC have the power to vote and dispose of the shares of Common Stock held by each such entity. (c) The transactions in the Issuer's securities by Fir Tree Partners during the last sixty days are listed as Annex A attached hereto and made apart hereof. (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not Applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Not Applicable. ANNEX A Transaction Quantity Price per Date Buy/Sell (shares) Share ($) ----------- --------- --------- --------- 03/24/97 Buy 1,000 18.6250 03/25/97 Buy 500 18.6500 03/25/97 Buy 3,000 18.7080 03/26/97 Buy 1,000 18.6250 03/27/97 Buy 8,900 18.5220 03/31/97 Buy 10,200 18.0000 04/01/97 Buy 3,000 18.2500 04/02/97 Buy 500 18.2500 04/03/97 Buy 800 18.2500 04/04/97 Buy 3,500 18.3400 04/07/97 Buy 4,500 18.3750 04/08/97 Buy 2,100 18.4670 04/09/97 Buy 3,300 18.3200 04/10/97 Buy 1,500 18.2500 04/11/97 Buy 800 18.1250 04/14/97 Buy 1,500 18.2500 04/15/97 Buy 2,000 18.3900 04/16/97 Buy 10,200 18.4900 04/16/97 Buy 300 18.5000 04/17/97 Buy 3,100 18.5380 04/18/97 Buy 900 18.6250 04/21/97 Buy 2,500 18.7930 04/29/97 Buy 204,892 19.0000 05/01/97 Buy 300 18.8750 05/07/97 Buy 2,400 19.1250 05/09/97 Buy 12,900 19.1036 05/08/97 Buy 1,500 19.0000 05/13/97 Buy 1,300 19.0000 05/12/97 Buy 2,600 19.0000 05/14/97 Buy 1,600 19.0000 05/15/97 Buy 1,600 19.0000 05/16/97 Buy 12,000 19.1230 05/19/97 Buy 7,000 19.1250 05/22/97 Buy 15,000 19.1250 05/27/97 Buy 900 19.1250 329,092 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-----