-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FNO/TeA9ER/+vLaRNQdw0/3srARUHJfI1MS7JG5fHV+/6Fws2EzhCYUuGEbKzLA+ phe2eP1I+0AmPYmfDzhQ5g== 0001362310-08-004809.txt : 20080821 0001362310-08-004809.hdr.sgml : 20080821 20080821143212 ACCESSION NUMBER: 0001362310-08-004809 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080821 DATE AS OF CHANGE: 20080821 GROUP MEMBERS: FIR TREE SPAC HOLDINGS 1, LLC GROUP MEMBERS: FIR TREE SPAC HOLDINGS 2, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BPW Acquisition Corp. CENTRAL INDEX KEY: 0001418255 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 261259837 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83864 FILM NUMBER: 081032033 BUSINESS ADDRESS: STREET 1: 750 WASHINGTON BOULEVARD CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: (203) 653-5800 MAIL ADDRESS: STREET 1: 750 WASHINGTON BOULEVARD CITY: STAMFORD STATE: CT ZIP: 06901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE INC CENTRAL INDEX KEY: 0001056491 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123983500 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 c74876sc13g.htm SCHEDULE 13G Filed by Bowne Pure Compliance
     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

BPW Acquisition Corp.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
055637102
(CUSIP Number)
August 11, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

                     
CUSIP No.
  
055637102  
  

 

           
1   NAMES OF REPORTING PERSONS
Fir Tree SPAC Holdings 1, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,128,700
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,128,700
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,128,700
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  2.7%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

2

 

                     
CUSIP No.
  
055637102 
  

 

           
1   NAMES OF REPORTING PERSONS
Fir Tree SPAC Holdings 2, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,200,000
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,200,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,200,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  2.9%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

3

 

                     
CUSIP No.
  
055637102  
  

 

           
1   NAMES OF REPORTING PERSONS
Fir Tree, Inc.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  New York
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   2,328,700
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    2,328,700
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,328,700
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.7%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

4

 

SCHEDULE 13G
This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Fir Tree SPAC Holdings 1, LLC, a Delaware limited liability company (“SPAC Holdings 1”), Fir Tree SPAC Holdings 2, LLC, a Delaware limited liability company (“SPAC Holdings 2”), and Fir Tree, Inc., a New York corporation (“Fir Tree”), relating to common stock, par value $0.0001 (the “Common Stock”) of BPW Acquisition Corp., a Delaware corporation (the “Issuer”), purchased by SPAC Holdings 1 and SPAC Holdings 2. Fir Tree SPAC Master Fund, LP, a Cayman Islands exempted limited partnership (“Fir Tree SPAC”), is the sole member of SPAC Holdings 1 and SPAC Holdings 2, and Fir Tree is the investment manager of SPAC Holdings 1 and SPAC Holdings 2.
Item 1(a) Name of Issuer.
BPW Acquisition Corp.
Item 1(b) Address of Issuer’s Principal Executive Offices.
750 Washington Boulevard
Stamford, Connecticut 06901
Item 2(a) Name of Person Filing.
Item 2(b) Address of Principal Business Office.
Item 2(c) Place of Organization.
Fir Tree, Inc.
505 Fifth Avenue
23rd Floor
New York, New York 10017
A New York corporation
Fir Tree SPAC Holdings 1, LLC
505 Fifth Avenue
23rd Floor
New York, New York 10017
A Delaware limited liability company
Fir Tree SPAC Holdings 2, LLC
505 Fifth Avenue
23rd Floor
New York, New York 10017
A Delaware limited liability company
Fir Tree, Inc. is the investment manager for each of SPAC Holdings 1 and SPAC Holdings 2, and has been granted investment discretion over portfolio investments, including the Common Stock (as defined below), held by each of them.

 

5

 

Item 2(d) Title of Class of Securities.
common stock, par value $0.0001 (the “Common Stock”)
Item 2(e) CUSIP Number.
055637102
Item 3 Reporting Person.
The person filing is not listed in Items 3(a) through 3(j).
Item 4 Ownership.
  (a)  
SPAC Holdings 1 and SPAC Holdings 2 are the beneficial owners of 1,128,700 shares of Common Stock and 1,200,000 shares of Common Stock, respectively. Fir Tree may be deemed to beneficially own the shares of Common Stock held by SPAC Holdings 1 and SPAC Holdings 2 as a result of being the investment manager of SPAC Holdings 1 and SPAC Holdings 2.
  (b)  
SPAC Holdings 1 and SPAC Holdings 2 are the beneficial owners of 2.7% and 2.9%, respectively, of the outstanding shares of Common Stock. Collectively, the Reporting Persons beneficially own 2,328,700 shares of Common Stock which represent 5.7% of the shares of Common Stock outstanding. These percentages are determined by dividing the number of shares beneficially held by 41,176,471, the number of shares of Common Stock issued and outstanding as of June 30, 2008, as reported in the Issuer’s 10-Q filed on August 14, 2008.
  (c)  
SPAC Holdings 1 may direct the vote and disposition of 1,128,700 shares of Common Stock. SPAC Holdings 2 may direct the vote and disposition of 1,200,000. Fir Tree has been granted investment discretion over the Common Stock held by SPAC Holdings 1 and SPAC Holdings 2.
Item 5 Ownership of Five Percent or Less of a Class.
Inapplicable.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Fir Tree SPAC, as the sole member of SPAC Holdings 1 and SPAC Holdings 2, has the right to receive dividends from and the proceeds from the sale of the Common Stock.

 

6

 

Item 7  
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Inapplicable.
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

7

 

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 21, 2008
         
  FIR TREE SPAC HOLDINGS 1, LLC
 		  
  By:   FIR TREE, INC., its Manager    
   
By: /s/ Jeffrey Tannenbaum 		  
    Name:  Jeffrey Tannenbaum   
    Title:   President   
 
         
  FIR TREE SPAC HOLDINGS 2, LLC
 		  
  By:   FIR TREE, INC., its Manager    
   
By: /s/ Jeffrey Tannenbaum 		  
    Name:   Jeffrey Tannenbaum   
    Title:   President  
 
         
  FIR TREE, INC.
 		  
  By:   /s/ Jeffrey Tannenbaum   
    Name:   Jeffrey Tannenbaum   
    Title:   President   

 

8

 

         
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Common Stock of BPW Acquisition Corp., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 21, 2008.
         
  FIR TREE SPAC HOLDINGS 1, LLC
 		  
  By:   FIR TREE, INC., its Manager    
   
By: /s/ Jeffrey Tannenbaum 		  
    Name:   Jeffrey Tannenbaum  
    Title:   President  
 
         
  FIR TREE SPAC HOLDINGS 2, LLC
 		  
  By:   FIR TREE, INC., its Manager    
   
By: /s/ Jeffrey Tannenbaum 		  
    Name:   Jeffrey Tannenbaum  
    Title:   President  
 
         
  FIR TREE, INC.
 		  
  By:   /s/ Jeffrey Tannenbaum    
    Name:   Jeffrey Tannenbaum   
    Title:   President   
 

 

9

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