SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CRW FINANCIAL, INC.
- ---------------------------------------------------------------------------
(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
126276104
- ---------------------------------------------------------------------------
(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
May 23, 1997
- ---------------------------------------------------------------------------
(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 (the "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>
CUSIP NO. 126276104 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 353,203
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 353,203
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
353,203
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.00%
14 TYPE OF REPORTING PERSON*
CO, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
This Schedule 13D (this "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, par
value $.01 per share ("Common Stock"), of CRW Financial, Inc. (the
"Issuer").
This Schedule 13D relates to shares of 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 $0.01 per
share
Issuer: CRW Financial, Inc.
443 South Gulph Road
King of Prussia, PA 19406
Tel. No. (610) 832-1440
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 or 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 29, 1997, Fir Tree Partners had invested (i) $2,276,767
in shares of Common Stock through Fir Tree Value Fund, (ii) $244,108 in
shares of Common Stock through Fir Tree Institutional, and (iii) $192,626
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.
<PAGE>
ITEM 4. PURPOSE OF THE TRANSACTION
Fir Tree Partners and Mr. Tannenbaum acquired shares of the
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 their 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
(b) As of May 29, 1997, Fir Tree Partners and Mr. Tannenbaum
are the beneficial owners of 353,203 shares of Common Stock or 6.00% of the
outstanding shares of Common Stock. The 353,203 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.
<PAGE>
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 29, 1997 is based on 5,884,984 outstanding shares of Common Stock as
of May 12, 1997, as reported in the Issuer's Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on May 15, 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.
<PAGE>
ANNEX A
Transaction Quantity Price per
Date Buy/Sell (shares) Share ($)
----------- --------- --------- ---------
03/27/97 Buy 1,500 6.9375
04/23/97 Buy 65,000 5.1250
05/20/97 Buy 1,503 6.5625
05/21/97 Buy 25,000 7.1250
05/23/97 Buy 20,000 8.1250
05/23/97 Buy 5,000 8.1250
05/27/97 Buy 15,000 8.5410
05/29/97 Buy 6,000 8.6875
05/29/97 Buy 18,000 9.0000
157,003
<PAGE>
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: June 5, 1997
Fir Tree, Inc. d/b/a/ Fir Tree Partners
By: /s/ Jeffrey Tannenbaum
--------------------------------
JEFFREY TANNENBAUM, President
/s/ Jeffrey Tannenbaum
--------------------------------
Jeffrey Tannenbaum
