SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO SCHEDULE 13D
Under the Securities Exchange Act of 1934
T/SF COMMUNICATIONS CORPORATION
(Name of Issuer)
Shares of Common Stock, par value $0.10 per share
(Title of Class of Securities)
872857107
(CUSIP NUMBER)
FIR TREE PARTNERS
1211 Avenue of the Americas
29th Floor
New York, New York 10036
Tel. No.: (212) 827-6757
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind, Esq.
Akin, Gump, Strauss, Hauer & Feld, LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
March 6, 1996
(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 [ ]
Check the following box if a fee is being paid with the statement [ ]
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. 872857107 13D Page ___ of ___Pages
- --------------------------------------------------------------------------------
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) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF, WC
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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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 338,456
SHARES ----------------------------------------
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
338,456
PERSON WITH ----------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
338,456
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 ("Amendment No. 1") 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,
as an amendment to the initial statement on Schedule 13D, relating to shares of
Common Stock of TS/F Communications Corporation (the "Issuer"), as filed with
the Securities and Exchange Commission on September 25, 1995 (the "Initial
Statement").
This Amendment No. 1 relates to shares of Common Stock of
the Issuer purchased by Fir Tree Partners for the account of the Fir Tree Value
Fund, L.P. ("Fir Tree Value Fund"), of which Mr. Tannenbaum is the general
partner.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Shares of Common Stock, par value $0.10
per share
Issuer: T/SF Communications Corporation
2407 East Skelly Drive
Tulsa, Oklahoma 74105
Tel. No. (918) 747-2600
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
Fir Tree Partners, through the Fir Tree Value Fund, invested $1,651,050 in
shares of Common Stock of the Issuer as described in Item 5 below, for a total
investment of $3,460,237 for the Fir Tree Value Fund. The source of these funds
was the working capital of the Fir Tree Value Fund.
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. 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 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
(a) Fir Tree Partners and Mr. Tannenbaum are beneficial
owners of 338,456 shares of Common Stock of the Issuer or 10.1% of the shares
outstanding. The 338,456 shares described above are beneficially owned by Fir
Tree Partners and Mr. Tannenbaum for the account of the Fir Tree Value Fund.
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 7, 1996
is based on 3,349,985 outstanding shares of Common Stock as reported in the
Issuer's Annual Report on Form 10-K for the year ended December 31, 1995.
(b) Fir Tree Partners and Mr. Tannenbaum for the account of
the Fir Tree Value Fund have the power to vote and dispose of the shares of
Common Stock held for the Fir Tree Value Fund.
(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
Bought/ # Avg. Price/Share
Date Sold Name Shares w/ Commissio $
- ------- ------- ---- ------ ---------------- -------------
1/16/96 Bought Total 2,000 13.5500$ 27,100.00
1/26/96 Bought Total 1,000 13.5500$ 13,550.00
1/30/96 Bought Total 100 13.5500$ 1,355.00
2/27/96 Bought Total 500 13.5500$ 6,775.00
2/28/96 Bought Total 900 13.5500$ 12,195.00
2/29/96 Bought Total 1,000 13.5500$ 13,550.00
3/6/96 Bought Total 3,500 13.5500$ 47,425.00
4/9/96 Bought Total 500 16.3100$ 8,155.00
4/10/96 Bought Total 3,000 16.2267$ 48,680.10
4/12/96 Bought Total 1,300 16.0600$ 20,878.00
4/17/96 Bought Total 700 16.2386$ 11,367.02
4/22/96 Bought Total 3,000 16.8100$ 50,430.00
4/24/96 Bought Total 5,000 17.0600$ 85,300.00
4/29/96 Bought Total 10,000 17.0600$ 170,600.00
5/7/96 Bought Total 40,000 17.6850$ 707,400.00
======= ======= ===== ====== ================ =============
TOTAL Total 72,500 $1,224,760.12
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 7, 1996
Fir Tree, Inc. d/b/a/ Fir Tree Partners
By: /s/ JEFFREY TANNENBAUM
JEFFREY TANNENBAUM, President
JEFFREY TANNENBAUM
--------------------------------
Jeffrey Tannenbaum
