SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 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) 398-3500
(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
October 31, 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 [ ]
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.
<PAGE>
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CUSIP No. 872857107 Page __of ___Pages
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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
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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) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 439,206
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OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH
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9 SOLE DISPOSITIVE POWER
439,206
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,206
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.09%
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14 TYPE OF REPORTING PERSON*
CO, IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") 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 T/SF Communications Corporation (the "Issuer"), as filed with
the Securities and Exchange Commission (the "Commission") on September 25, 1995,
and amended by the Amendment No. 1 to Schedule 13D filed with the Commission on
May 7, 1996.
This Amendment No. 2 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 $0.10 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
Between May 8, 1996 and March 14, 1997, Fir Tree Partners invested
(i) $984,158 in shares of Common Stock through Fir Tree Value Fund for a total
investment of $4,444,395 for Fir Tree Value Fund, (ii) $1,064,067 in shares of
Common Stock through Fir Tree Institutional for a total investment of $1,064,067
for Fir Tree Institutional and (iii) $489,717 in shares of Common Stock through
Fir Tree LDC for a total investment of $489,717 for 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
corporate strategies to increase shareholder value, including, without
limitation, share buybacks, mergers, acquisitions and divestitures. 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
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) As of March 14, 1997, Fir Tree Partners and Mr. Tannenbaum are
beneficial owners of 439,206 shares of Common Stock of the Issuer or 13.09% of
the shares outstanding. The 439,206 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 March 14, 1997
is based on 3,354,276 outstanding shares of Common Stock as reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.
(b) Fir Tree Partners and Mr. Tannenbaum for the account of the 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 since
October 25, 1996 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.
<PAGE>
ANNEX A
Transaction Date Buy/Sell Quantity (shares) Price per Share ($)
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10/25/96 Buy 1,000 22.25
10/31/96 Buy 12,350 23.2444
11/7/96 Buy 10,000 23.625
12/19/96 Buy 2,000 26.375
1/2/97 Buy 400 27.625
1/3/97 Buy 1,000 27.725
1/6/97 Buy 1,000 28.00
1/8/97 Buy 700 28.00
1/9/97 Buy 900 27.7153
1/10/97 Buy 250 27.625
1/14/97 Buy 150 28.00
1/16/97 Buy 500 28.00
1/17/97 Buy 400 28.00
1/20/97 Buy 1,400 28.00
1/21/97 Buy 2,200 28.00
1/24/97 Buy 300 28.00
1/28/97 Buy 2,200 28.00
1/29/97 Buy 800 28.00
1/31/97 Buy 2,500 28.00
2/3/97 Buy 5,000 28.00
2/10/97 Buy 1,300 28.00
2/11/97 Buy 200 28.00
2/12/97 Buy 100 28.00
2/18/97 Buy 200 28.00
2/20/97 Buy 800 28.00
2/24/97 Buy 550 28.00
2/25/97 Buy 1,400 27.875
2/26/97 Buy 800 27.875
2/28/97 Buy 900 27.875
3/3/97 Buy 2,500 27.75
3/4/97 Buy 2,500 27.75
3/5/97 Buy 200 27.75
3/6/97 Buy 13,900 27.6987
3/7/97 Buy 6,000 27.50
3/11/97 Buy 1,000 27.375
3/12/97 Buy 1,000 27.25
3/13/97 Buy 2,000 27.00
3/14/97 Buy 300 26.75
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80,700
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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: March __, 1997
Fir Tree, Inc. d/b/a/ Fir Tree Partners
By: /s/ JEFFREY TANNENBAUM
JEFFREY TANNENBAUM, President
/s/ JEFFREY TANNENBAUM
Jeffrey Tannenbaum
