SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MEDICAL RESOURCES, INC.
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(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
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(Title of Class of Securities)
58461Q102
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(CUSIP NUMBER)
FIR TREE PARTNERS
1211 Avenue of the Americas
29th Floor
New York, New York 10036
Tel. No.: (212) 398-3500
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(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 8, 1997
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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(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. 58461Q102 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 2,861,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,861,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,861,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.62%
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 Medical Resources, Inc.
(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: Medical Resources, Inc.
155 State Street
Hackensack, NJ 07601
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 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 May 19, 1998, Fir Tree Partners had invested (i) $7,733,002
in shares of Common Stock through Fir Tree Value Fund, (ii) $2,981,847 in
shares of Common Stock through Fir Tree Institutional and (iii) $1,193,163
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 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 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
(a) As of May 19, 1998, Fir Tree Partners and Mr. Tannenbaum are
beneficial owners of 2,861,000 shares of Common Stock of the Issuer or
12.62% of the shares outstanding. The 2,861,000 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 19, 1998 is based on 22,666,383 outstanding shares of Common Stock
as reported in the Issuer's quarterly report on Form 10-Q filed with the
Commission on November 14, 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 Buy/ Quantity Price per
Date Sell (shares) Share ($)
------------ --------- --------- ---------
03/31/98 Buy 716,000 5.2500
04/01/98 Buy 255,000 5.2500
04/02/98 Buy 22,000 5.1500
04/03/98 Buy 108,000 4.9900
05/04/98 Buy 30,000 4.4900
05/08/98 Buy 150,000 4.6300
05/12/98 Buy 105,000 4.6300
05/13/98 Buy 100,000 4.5600
05/15/98 Buy 100,000 4.5300
05/18/98 Buy 1,075,000 3.1000
05/19/98 Buy 200,000 3.0200
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2,861,000
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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: May 22, 1998
Fir Tree, Inc. d/b/a/ Fir Tree Partners
By: /S/JEFFREY TANNENBAUM
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JEFFREY TANNENBAUM, President
/S/JEFFREY TANNENBAUM
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Jeffrey Tannenbaum
