SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EMERGING COMMUNICATIONS, INC.
- --------------------------------------------------------------------------
(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
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(Title of Class of Securities)
29089K108
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(CUSIP NUMBER)
Greenlight Capital, L.L.C.
420 Lexington Avenue
Suite 875
New York, New York 10170
Tel. No.: (212) 973-1900
(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, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
September 28, 1998
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(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. 29089K108 13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greenlight Capital, L.L.C.
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
Delaware
NUMBER OF 7 SOLE VOTING POWER 750,300
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 750,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 29089K108 13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David Einhorn
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 750,300
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 750,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 29089K108 13D
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey A. Keswin
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 750,300
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 750,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13D
This Schedule 13D (the "Schedule 13D") is being filed on behalf of
Greenlight Capital, L.L.C., a Delaware limited liability company
("Greenlight"), and Mr. David Einhorn and Mr. Jeffrey A. Keswin, the
principals of Greenlight, relating to shares of Common Stock of Emerging
Communications, Inc. (the "Issuer").
This Schedule 13D relates to shares of Common Stock of the Issuer purchased
by Greenlight for the account of (i) Greenlight Capital, L.P. ("Greenlight
Fund"), of which Greenlight is the general partner, (ii) Greenlight Capital
Offshore, Ltd. ("Greenlight Offshore"), of which Greenlight acts as
investment advisor, and (iii) Greenlight Capital Qualified, L.P.
("Greenlight Qualified"), of which Greenlight is the general partner.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Shares of Common Stock, par value $0.01 per
share
Issuer: Emerging Communications, Inc.
Chase Financial Center
Orange Grove Christiansted
St. Croix, U.S. Virgin Islands 00821
ITEM 2. IDENTITY AND BACKGROUND
Greenlight Capital, L.L.C., a Delaware limited liability company, provides
investment management services to private individuals and institutions and
is located at 420 Lexington Avenue, Suite 875, New York, NY 10170. Messrs.
Einhorn and Keswin are the principals of Greenlight. The principal
occupation of both Mr. Einhorn and Mr. Keswin is investment management and
they are both United States citizens. Their business address is 420
Lexington Avenue, Suite 875, New York, NY 10170. Neither Greenlight, Mr.
Einhorn nor Mr. Keswin has been convicted in a criminal proceeding during
the last five years. Neither Greenlight, Mr. Einhorn nor Mr. Keswin 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 September 18, 1998, Greenlight had invested (i) $1,875,933 in shares
of Common Stock through Greenlight Fund, (ii) $2,109,176 in shares of
Common Stock through Greenlight Offshore and (iii) $2,219,704.50 in shares
of Common Stock through Greenlight Qualified, all as described in Item 5
below. The source of these funds was the working capital of each of
Greenlight Fund, Greenlight Offshore and Greenlight Qualified, as the case
may be.
ITEM 4. PURPOSE OF THE TRANSACTION
Greenlight, Mr. Einhorn and Mr. Keswin 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.
Greenlight, Mr. Einhorn and Mr. Keswin 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 Greenlight's general
investment and trading policies, market conditions, the availability of
shares of common stock or other factors. Greenlight may contact the Issuer
and/or other shareholders regarding potential strategies to increase
shareholder value. On August 18, 1998, the Issuer and Innovative
Communication Corporation issued a news release announcing that a merger
agreement was entered into between ICC Merger Sub Corporation (the "Merger
Sub"), a wholly owned subsidiary of Innovative Communication Corporation,
and the Issuer. Pursuant to the merger agreement, Innovative Communication
Corporation commenced a tender offer for all outstanding shares of the
Issuer at a price of $10.25 per share that is expected to be followed by a
merger of the Merger Sub into the Issuer. Greenlight believes the price to
be paid for the Common Stock in the tender offer and subsequent merger is
inadequate and expects to seek an appraisal of its shares of Common Stock
or some other action in an effort to realize a price that Greenlight
believes to be adequate.
Other than as described above, neither Greenlight, Mr. Einhorn nor Mr.
Keswin has present plans or proposals which would result in any of the
following:
1) any extraordinary corporate transaction, such as a merger,
reorganization or liquida-tion, 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 instru-ments
corres-ponding 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 inter-dealer quotation system of a registered national
securities association;
8) causing a class of securities of the issuer to become
eligible for termina-tion 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
(a) As of September 18, 1998, Greenlight, Mr. Einhorn and Mr. Keswin
are beneficial owners of 750,300 shares of Common Stock of the Issuer or
6.8% of the shares outstanding. The 750,300 shares described above are
beneficially owned by Greenlight, Mr. Einhorn and Mr. Keswin for the
account of the Greenlight Fund, Greenlight Offshore or Greenlight
Qualified, as the case may be.
The number of shares beneficially owned by Greenlight, Mr. Einhorn and
Mr. Keswin 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 Greenlight, Mr. Einhorn and Mr.
Keswin on September 18, 1998 is based on 10,959,131 outstanding shares of
Common Stock as of September 23, 1998 as reported in Amendment No. 4 to the
Rule 13E-3 Transaction Statement filed with the Commission by the Issuer.
(b) Greenlight, Mr. Einhorn and Mr. Keswin for the account of each of
Greenlight Fund, Greenlight Offshore and Greenlight Qualified 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 Greenlight 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, ARRANGEMENTS, 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 ($)
----------- --------- --------- ---------
8/6/98 Buy 40,000 8.25
8/11/98 Buy 900 8.125
9/18/98 Buy 264,700 10.25
-------
305,600
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: September 28, 1998
Greenlight Capital, L.L.C.
By: /s/ Jeffrey A. Keswin
-----------------------------
JEFFREY A. KESWIN,
Managing Member
/s/ David Einhorn
----------------------------------
David Einhorn
/s/ Jeffrey A. Keswin
----------------------------------
Jeffrey A. Keswin
