SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
PRISON REALTY TRUST, 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)
74264N105
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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
December 29, 1999
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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. 74264N105 Amendment No. 1 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 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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 Prison Realty Trust, Inc. (the "Issuer"), as filed with the
Securities and Exchange Commission (the "Commission") on December 6, 1999
(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 Amended Schedule 13D is hereby amended and restated
in its entirety to read as follows:
As of December 29, 1999, Fir Tree Partners had invested $0 in
shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Amended Schedule 13D is hereby amended by amending
and restating Items 5(a) and (c) as follows:
(a) As of December 29, 1999, Fir Tree Partners and Mr. Tannenbaum
are beneficial owners of 0 shares of Common Stock of the Issuer or 0% of
the shares outstanding.
The number of shares beneficially owned by Fir Tree Partners and Mr.
Tannenbaum and the percentage of outstanding shares represented thereby
have been computed in accordance with Rule 13d-3 under the Act. The
percentage of beneficial ownership of Fir Tree Partners and Mr. Tannenbaum
on December 29, 1999 is based on 118,381,951 outstanding shares of Common
Stock as reported in the Issuer's quarterly report on Form 10-Q filed with
the Commission on November 10, 1999.
(c) The transactions in the Issuer's securities by Fir Tree
Partners during the period of December 6, 1999 to December 29, 1999 are
listed as ANNEX A attached hereto and made a part hereof.
ANNEX A
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
------------ --------- --------- ---------
12/7/99 Sell 50,000 7.7125
12/7/99 Sell 72,000 7.6875
12/8/99 Sell 51,700 7.6323
12/10/99 Sell 50,000 7.5058
12/10/99 Sell 51,700 7.5069
12/13/99 Sell 50,000 7.5625
12/13/99 Sell 40,000 7.6378
12/14/99 Sell 100,000 7.3125
12/15/99 Sell 55,000 7.5000
12/15/99 Sell 20,000 7.5625
12/16/99 Sell 11,200 7.5067
12/16/99 Sell 200 7.4375
12/20/99 Sell 25,000 7.2670
12/27/99 Sell 3,230,000 5.0000
12/27/99 Sell 3,500 5.6250
12/28/99 Sell 2,367 5.3125
12/29/99 Sell 3,832,667 8.9065
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7,645,334
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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: January 14, 2000
Fir Tree, Inc. d/b/a/ Fir Tree Partners
By: /S/JEFFREY TANNENBAUM
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Jeffrey Tannenbaum, President
/S/JEFFREY TANNENBAUM
-----------------------------
Jeffrey Tannenbaum
