-----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, DVSdnbgav0aZthbs7AzSX5FIVaiooP3KPr3XCSJSJ7sQ9pgsDPSxdx63kaGQoGGZ yMg6zsTI+7KaZVrRiH6GRg== 0000941302-99-000196.txt : 19991207 0000941302-99-000196.hdr.sgml : 19991207 ACCESSION NUMBER: 0000941302-99-000196 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991206 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 SEC ACT: SEC FILE NUMBER: 005-57233 FILM NUMBER: 99769442 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 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 (Rule 13d-101) 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 75201-4675 (214) 969-2800 November 24, 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(e), 13d-1(f) or 13d-1(g), 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 13D 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 7,645,334 SHARES BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 7,645,334 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,645,334 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5% 14 TYPE OF REPORTING PERSON* CO, IN *SEE INSTRUCTIONS BEFORE FILLING OUT SCHEDULE 13D This Schedule 13D (the "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, relating to shares of Common Stock of Prison Realty Trust, Inc. (the "Issuer"). This Schedule 13D relates to shares of Common Stock of the Issuer (the "Common Stock") 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 and (ii) Fir Tree Institutional Value Fund, L.P. ("Fir Tree Institutional"), of which Mr. Tannenbaum is a member of the general partner. ITEM 1. SECURITY AND ISSUER Securities acquired: Shares of Common Stock, par value $0.01 per share Issuer: Prison Realty Trust, Inc. 10 Burton Hills Blvd., Suite 100 Nashville, TN 37215 Tel. No. (615) 263-0200 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 535 Fifth Avenue, 31st Floor, New York, NY 10017. 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, 535 Fifth Avenue, 31st Floor, New York, NY 10017. 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 and 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 December 6, 1999, Fir Tree Partners had invested (i) $76,626,926 in shares of Common Stock through Fir Tree Value Fund and (ii) $26,586,585 in shares of Common Stock through Fir Tree Institutional, all as described in Item 5 below. The source of these funds was the working capital of each of Fir Tree Value Fund and Fir Tree Institutional, 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, other shareholders and/or third parties regarding potential strategies to increase shareholder value. Other than as described above, neither Fir Tree Partners nor Mr. Tannenbaum has present plans or proposals that would result in or relate to any matters listed in subparagraphs (a) - (j) of Item 4 of the Special Instructions for Complying With Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of December 6, 1999, Fir Tree Partners and Mr. Tannenbaum are beneficial owners of 7,645,334 shares of Common Stock of the Issuer or 6.5% of the shares outstanding. The 7,645,334 shares described above are beneficially owned by Fir Tree Partners and Mr. Tannenbaum for the account of Fir Tree Value Fund or Fir Tree Institutional, 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 December 6, 1999, is based on 118,381,951 outstanding shares of Common Stock as of November 8, 1999, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 1999. (b) Fir Tree Partners and Mr. Tannenbaum for the account of each of Fir Tree Value Fund and Fir Tree Institutional 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 Buy/ Quantity Price per Date Sell (shares) Share ($) ----------- --------- --------- --------- 11/24/99 Buy 3,832,667 8.9375 11/24/99 Sell 20,000 9.0000 ---------- 3,812,667 ========== 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: December 6, 1999 Fir Tree, Inc. d/b/a/ Fir Tree Partners By: /S/JEFFREY TANNENBAUM ------------------------------- JEFFREY TANNENBAUM, President /S/JEFFREY TANNENBAUM ------------------------------- JEFFREY TANNENBAUM, President -----END PRIVACY-ENHANCED MESSAGE-----