SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CARIBINER INTERNATIONAL, 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)
141888107
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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 28, 1998
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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. 141888107 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 1,601,900
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,601,900
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,601,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.79%
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 Caribiner International,
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: Caribiner International, Inc.
16 West 61st Street
New York, NY 10023
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 June 5, 1998, Fir Tree Partners had invested (i)
$21,134,406 in shares of Common Stock through Fir Tree Value Fund, (ii)
$7,358,523 in shares of Common Stock through Fir Tree Institutional and
(iii) $2,616,340 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 June 5, 1998, Fir Tree Partners and Mr. Tannenbaum are
beneficial owners of 1,601,900 shares of Common Stock of the Issuer or
6.79% of the shares outstanding. The 1,601,900 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 June 5, 1998 is based on 23,602,165 outstanding shares of Common Stock
as reported in the Issuer's quarterly report on Form 10-Q filed with the
Commission on May 14, 1998.
(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 ($)
------------ --------- --------- ---------
04/29/98 Buy 252,000 18.0800
04/30/98 Buy 358,800 19.3300
05/01/98 Buy 249,600 20.0500
05/04/98 Buy 60,200 19.3200
05/05/98 Buy 140,500 19.0600
05/06/98 Buy 60,300 19.0400
05/07/98 Buy 12,000 19.8100
05/08/98 Buy 3,000 20.1900
05/27/98 Buy 40,000 20.8900
05/28/98 Buy 54,000 20.7800
06/02/98 Buy 39,200 20.9600
06/04/98 Buy 92,300 20.5600
06/05/98 Buy 240,000 19.3800
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1,601,900
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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: June 17, 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
