SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
BELL & HOWELL COMPANY
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(Name of Issuer)
Shares of Common Stock, par value $0.001 per share
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(Title of Class of Securities)
077852210
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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
December 19, 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. 077852210 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 1,190,900
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,190,900
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,190,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.09%
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 of Fir Tree Partners, relating to shares of Common Stock of Bell
& Howell Company (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, (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 $0.001
per share
Issuer: Bell & Howell Company
5215 Old Orchard Road
Skokie, IL 60077
Tel. No. (847) 470-7660
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 December 19, 1997, Fir Tree Partners had invested (i)
$22,254,456 in shares of Common Stock through Fir Tree Value Fund, (ii)
$5,350,304 in shares of Common Stock through Fir Tree Institutional and
(iii) $2,010,439 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
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 December 19, 1997, Fir Tree Partners and Mr. Tannenbaum are
beneficial owners of 1,190,900 shares of Common Stock of the Issuer or
5.09% of the shares outstanding. The 1,190,900 shares described above are
beneficially owned by Fir Tree Partners and Mr. Tannenbaum for the account
of 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 December 19, 1997 is based on 23,408,387 outstanding shares of Common
Stock as of November 7,1997 as reported in the Issuer's Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on September
27, 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 a
part 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 ($)
----------- ---- --------- ---------
11/03/97 Buy 50,000 27.0000
11/06/97 Buy 35,300 26.3750
11/07/97 Buy 21,500 26.3459
11/12/97 Buy 5,000 26.5000
11/13/97 Buy 35,800 26.6250
11/17/97 Buy 199,400 24.8828
11/18/97 Buy 64,100 25.5625
11/19/97 Buy 21,100 25.2968
11/20/97 Buy 160,000 23.9875
11/21/97 Buy 55,500 23.5000
12/04/97 Buy 47,500 23.1787
12/10/97 Buy 34,700 23.4258
12/11/97 Buy 67,725 23.0625
12/12/97 Buy 45,275 22.6229
12/15/97 Buy 64,500 22.4535
12/16/97 Buy 38,700 22.2133
12/17/97 Buy 5,500 22.7500
12/18/97 Buy 51,000 22.9675
12/19/97 Buy 31,400 22.3750
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1,034,000
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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: December 30, 1997
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
