-----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, ABWXC2HXcB9M/wo73occaht6fy2xDmk0LLIZnCLduDDvDlnzG2mtGYNhKsgr+5Id G+b1kmX0j+MTenOOMzj+WQ== 0000941302-98-000117.txt : 19980902 0000941302-98-000117.hdr.sgml : 19980902 ACCESSION NUMBER: 0000941302-98-000117 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980820 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARIBINER INTERNATIONAL INC CENTRAL INDEX KEY: 0001005015 STANDARD INDUSTRIAL CLASSIFICATION: 7389 IRS NUMBER: 133466655 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49739 FILM NUMBER: 98695096 BUSINESS ADDRESS: STREET 1: 16 WEST 61ST ST CITY: NEW YORK STATE: NY ZIP: 10023-7604 BUSINESS PHONE: 2125415300 MAIL ADDRESS: STREET 1: 16 WEST 61ST ST CITY: NEW YORK STATE: NY ZIP: 10023-7604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE PARTNERS CENTRAL INDEX KEY: 0000939318 STANDARD INDUSTRIAL CLASSIFICATION: 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 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (AMENDMENT NO. 2 TO SCHEDULE 13D) Under the Securities Exchange Act of 1934 CARIBINER INTERNATIONAL, INC. - - --------------------------------------------------------------------------- (Name of Issuer) Shares of Common Stock, par value $0.01 per share - - --------------------------------------------------------------------------- (Title of Class of Securities) 141888107 - - --------------------------------------------------------------------------- (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 August 6, 1998 - - --------------------------------------------------------------------------- (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. 141888107 Amendment No. 2 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 2,716,300 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 2,716,300 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,716,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.5% 14 TYPE OF REPORTING PERSON* CO, IN *SEE INSTRUCTIONS BEFORE FILLING OUT AMENDMENT NO. 2 TO SCHEDULE 13D This Amendment No. 2 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 Caribiner International, Inc. (the "Issuer"), as filed with the Securities and Exchange Commission (the "Commission") on June 18, 1998, as amended by Amendment No. 1 to the initial statement on Schedule 13D filed with the Commission on July 10, 1998 (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 Initial Schedule 13D is hereby amended and restated in its entirety to read as follows: As of August 18, 1998, Fir Tree Partners had invested (i) $31,396,730 in shares of Common Stock through Fir Tree Value Fund, (ii) $10,822,119 in shares of Common Stock through Fir Tree Institutional and (iii) $3,755,520 in shares of Common Stock through Fir Tree LDC, all as described in Item 5 below. The source of these funds was the working capital of each of Fir Tree Value Fund, Fir Tree Institutional and Fir Tree LDC, as the case may be. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Initial Schedule 13D is hereby amended by amending and restating Items 5(a) and (c) as follows: As of August 18, 1998, Fir Tree Partners and Mr. Tannenbaum are beneficial owners of 2,716,300 shares of Common Stock of the Issuer or 11.5% of the shares outstanding. The 2,716,300 shares described above are beneficially owned by Fir Tree Partners and Mr. Tannenbaum for the account of the Fir Tree Value Fund, Fir Tree Institutional or Fir Tree LDC, as the case may be. The number of shares beneficially owned by Fir Tree Partners and Mr. Tannenbaum and the percentage of outstanding shares represented thereby have been computed in accordance with Rule 13d-3 under the Act. The percentage of beneficial ownership of Fir Tree Partners and Mr. Tannenbaum on August 18, 1998 is based on 23,635,658 outstanding shares of Common Stock as reported in the Issuer's quarterly report on Form 10-Q filed with the Commission on August 14, 1998. (c) The transactions in the Issuer's securities by Fir Tree Partners during the period of July 28, 1998 to August 13, 1998 are listed as ANNEX A attached hereto and made a part hereof. ANNEX A Transaction Buy/ Quantity Price per Date Sell (shares) Share ($) ------------ --------- --------- --------- 07/28/98 Buy 2,000 14.06 07/29/98 Buy 18,300 14.56 08/06/98 Buy 360,000 11.79 08/06/98 Buy 50,000 12.44 08/07/98 Buy 20,000 11.75 08/07/98 Buy 100,000 11.76 08/11/98 Buy 150,000 9.89 08/13/98 Buy 33,000 10.31 ------- 733,300 ======= 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: August 20, 1998 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-----