SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
ECHELON INTERNATIONAL CORP.
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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)
278747100
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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
January 12, 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. 278747100 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 435,292
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 435,292
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
435,292
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.42%
14 TYPE OF REPORTING PERSON*
CO, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 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 Echelon International Corp. (the "Issuer"), as filed with the
Securities and exchange Commission on June 5, 1997 (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 January 31, 1998, Fir Tree Partners had invested (i) $6,592,996
in shares of Common Stock through Fir Tree Value Fund, (ii) $1,051,434 in
shares of Common Stock through Fir Tree Institutional and (iii) $805,740 in
shares of Common Stock through Fir Tree LDC, all as described in Item 5
below. The source of these funds was the working capital of each of Fir
Tree Value Fund, Fir Tree Institutional and Fir Tree LDC, as the case may
be.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Initial Schedule 13D is hereby amended by amending and
restating Items 5(a) and (c) as follows:
(a) As of January 31, 1998, Fir Tree Partners and Mr. Tannenbaum are
beneficial owners of 435,292 shares of Common Stock or 6.42% of the shares
outstanding. The 435,292 shares described above are beneficially owned by
Fir Tree Partners and Mr. Tannenbaum for the account of the Fir Tree Value
Fund, Fir Tree Institutional or Fir Tree LDC, as the case may be.
The number of shares beneficially owned by Fir Tree Partners and
Mr. Tannenbaum and the percentage of outstanding shares represented thereby
have been computed in accordance with Rule 13d-3 under the Act. The
percentage of beneficial ownership of Fir Tree Partners and Mr. Tannenbaum
on January 31, 1998 is based on 6,784,794 outstanding shares of Common
Stock as of November 1, 1997 as reported in the Issuer's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November
17, 1997.
(c) The transactions in the Issuer's securities by Fir Tree Partners
during the period of June 6, 1997 to January 31, 1998 are listed as Annex A
attached hereto and made apart hereof.
ANNEX A
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
----------- -------- --------- ---------
06/06/97 Buy 300 20.3750
06/20/97 Buy 33,300 21.7500
12/15/97 Buy 1,200 20.7390
12/16/97 Buy 5,100 20.9960
12/17/97 Buy 10,000 21.0000
01/12/98 Buy 20,000 21.0000
01/22/98 Buy 600 20.9470
01/22/98 Buy 500 21.0000
01/26/98 Buy 1,400 21.1250
01/27/98 Buy 15,000 21.1250
01/28/98 Buy 600 20.7292
01/29/98 Buy 1,100 20.6932
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89,100
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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: February 5, 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
