SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2 TO 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
535 Fifth Avenue
31st Floor
New York, New York 10017
Tel. No.: (212) 599-0090
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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
August 6, 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 Amendment No. 2 to 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 2,716,300
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,716,300
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,716,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
14 TYPE OF REPORTING PERSON*
CO, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 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 of Fir Tree
Partners, as an amendment to the initial statement on Schedule 13D,
relating to shares of common stock, par value $0.01 per share ("Common
Stock"), of Caribiner International, Inc. (the "Issuer"), as filed with the
Securities and Exchange Commission (the "Commission") on June 18, 1998, as
amended by Amendment No. 1 to the initial statement on Schedule 13D filed
with the Commission on July 10, 1998 (the "Initial Schedule 13D"). The
Initial Schedule 13D is hereby amended and supplemented as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Item 3 of the Initial Schedule 13D is hereby amended and restated
in its entirety to read as follows:
As of August 18, 1998, Fir Tree Partners had invested (i)
$31,396,730 in shares of Common Stock through Fir Tree Value Fund, (ii)
$10,822,119 in shares of Common Stock through Fir Tree Institutional and
(iii) $3,755,520 in shares of Common Stock through Fir Tree LDC, all as
described in Item 5 below. The source of these funds was the working
capital of each of Fir Tree Value Fund, Fir Tree Institutional and Fir Tree
LDC, as the case may be.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Initial Schedule 13D is hereby amended by amending
and restating Items 5(a) and (c) as follows:
As of August 18, 1998, Fir Tree Partners and Mr. Tannenbaum are
beneficial owners of 2,716,300 shares of Common Stock of the Issuer or
11.5% of the shares outstanding. The 2,716,300 shares described above are
beneficially owned by Fir Tree Partners and Mr. Tannenbaum for the account
of the Fir Tree Value Fund, Fir Tree Institutional or Fir Tree LDC, as the
case may be.
The number of shares beneficially owned by Fir Tree Partners and
Mr. Tannenbaum and the percentage of outstanding shares represented thereby
have been computed in accordance with Rule 13d-3 under the Act. The
percentage of beneficial ownership of Fir Tree Partners and Mr. Tannenbaum
on August 18, 1998 is based on 23,635,658 outstanding shares of Common
Stock as reported in the Issuer's quarterly report on Form 10-Q filed with
the Commission on August 14, 1998.
(c) The transactions in the Issuer's securities by Fir Tree
Partners during the period of July 28, 1998 to August 13, 1998 are listed
as ANNEX A attached hereto and made a part hereof.
ANNEX A
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
------------ --------- --------- ---------
07/28/98 Buy 2,000 14.06
07/29/98 Buy 18,300 14.56
08/06/98 Buy 360,000 11.79
08/06/98 Buy 50,000 12.44
08/07/98 Buy 20,000 11.75
08/07/98 Buy 100,000 11.76
08/11/98 Buy 150,000 9.89
08/13/98 Buy 33,000 10.31
-------
733,300
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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: August 20, 1998
Fir Tree, Inc. d/b/a/ Fir Tree Partners
By: /S/JEFFREY TANNENBAUM
-------------------------------
JEFFREY TANNENBAUM, President
/S/JEFFREY TANNENBAUM
-----------------------------
Jeffrey Tannenbaum
