SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 6 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
CRW FINANCIAL, 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)
126276104
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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 4, 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. 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 1,364,803
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,364,803
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,364,803
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.13%
14 TYPE OF REPORTING PERSON*
CO, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 6 TO SCHEDULE 13D
This Amendment No. 6 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, of CRW
Financial, Inc. (the "Issuer"), as filed with the Securities and Exchange
Commission (the "Commission") on June 5, 1997, amended by Amendment No. 1
to Schedule 13D filed with the Commission on June 19, 1997, and by
Amendment No. 2 to Schedule 13D filed with the Commission on June 26, 1997,
and by Amendment No. 3 to Schedule 13D filed with the Commission on
September 23, 1997, and by Amendment No. 4 to Schedule 13D filed with the
Commission on January 21, 1998, and further amended by Amendment No. 5 to
Schedule 13D filed with the Commission on March 20, 1998 (as amended, the
"Amended Schedule 13D"). The Amended Schedule 13D is hereby further
amended and supplemented as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Item 3 of the Amended Schedule 13D is hereby amended and restated in
its entirety to read as follows:
As of May 19, 1998, Fir Tree Partners had invested (i) $5,799,443
in shares of Common Stock through Fir Tree Value Fund, (ii) $1,473,135 in
shares of Common Stock through Fir Tree Institutional and (iii) $630,374 in
shares of Common Stock through Fir Tree LDC, all as described in Item 5
below. The source of these funds was the working capital of each of Fir
Tree Value Fund, Fir Tree Institutional and Fir Tree LDC, as the case may
be.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Amended Schedule 13D is hereby amended by amending and
restating Items 5(a) and (c) as follows:
(a) As of May 19, 1998, Fir Tree Partners and Mr. Tannenbaum are
beneficial owners of 1,364,803 shares of Common Stock of the Issuer or
21.13% of the shares outstanding. The 1,364,803 shares described above are
beneficially owned by Fir Tree Partners and Mr. Tannenbaum for the account
of the Fir Tree Value Fund, Fir Tree Institutional or Fir Tree LDC, as the
case may be.
The number of shares beneficially owned by Fir Tree Partners and
Mr. Tannenbaum, and the percentage of outstanding shares represented
thereby, have been computed in accordance with Rule 13d-3 under the Act.
The percentage of beneficial ownership of Fir Tree Partners and Mr.
Tannenbaum on May 19, 1998 is based on 6,458,853 outstanding shares as
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
(c) The transactions in the Issuer's securities by Fir Tree
Partners during the period of March 20, 1998 to May 13, 1998 are listed on
Annex A attached hereto and made apart hereof.
ANNEX A
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
------------ --------- --------- ---------
03/20/98 Buy 7,500 3.0420
03/23/98 Buy 30,000 4.3230
03/24/98 Buy 13,500 4.5900
04/28/98 Buy 3,500 4.5710
04/29/98 Buy 5,000 5.0630
05/04/98 Buy 5,000 5.3750
05/05/98 Buy 70,000 5.5630
05/06/98 Buy 30,000 5.5630
05/08/98 Buy 120,000 5.8130
05/11/98 Buy 2,500 7.1250
05/13/98 Buy 15,000 7.1250
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302,000
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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: May 22, 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
