UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
TRAVEL SERVICES INTERNATIONAL, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
894169 10 1
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(CUSIP Number)
Joseph V. Vittoria, 515 No. Flagler Drive
West Palm Beach, Florida 33401 (561) 802-3396
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 28, 1997
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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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 894169 10 1
1 NAME OF REPORTING PERSONS, S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Greystones, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maine
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7 SOLE VOTING POWER
NUMBER OF 1,083,334
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,083,334
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,083,334
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.9%
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.01 per share (the
"Common Stock" or the "Shares"), of Travel Services International, Inc. (the
"Company"), which has its principal executive offices at 515 No. Flagler Drive,
West Palm Beach, Florida 33401.
Item 2. Identity and Background.
This statement is being filed by Greystones, Inc. Greystones, Inc. is a
corporation organized under the laws of the State of Maine and is engaged in the
business of distributing European auto rentals to travelers located in the
United States. The address of the principal business and office of Greystones,
Inc. is Bernstein, Shur, Sawyer & Nelson, Attn: John Carpenter, 100 Middle
Street, Portland, Maine 04104-5029.
Alex Cecil is the Chief Executive Officer, Secretary, Treasurer and
sole-voting stockholder and a director (the "Sole-voting Stockholder") of
Greystones, Inc. The business address of the Sole-voting Stockholder is the same
as that of Greystones, Inc. The Sole-voting Stockholder is a citizen of the
United States.
Imad Khalidi is the President and a director of Greystones, Inc. The
business address of Mr. Khalidi is 39 Commercial Street, Portland, Maine 04112.
Mr. Khalidi is a citizen of the Hashemite Kingdom of Jordan. Neither Greystones,
Inc., the Sole-voting Stockholder nor Mr. Khalidi has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has any such person, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Greystones, Inc. received 1,083,334 shares of Common Stock in addition to
cash proceeds pursuant to the Agreement and Plan of Organization dated May 9,
1997, between Travel Services International, Inc., Auto-Europe, Inc. [Maine] and
certain stockholders of Auto-Europe, Inc. [Maine] ("Agreement").
By virtue of Rule 13d-3 under the Exchange Act, both the Sole-voting
Stockholder and Mr. Khalidi may be deemed the beneficial owner of all of the
Common Stock received by Greystones, Inc. Neither the Sole-voting Stockholder
nor Mr. Khalidi has independently invested any of his funds for the purpose of
purchasing the Common Stock.
Item 4. Purpose of Transaction.
Greystones, Inc. received the Common Stock as an equity interest in the
Company. As of the date hereof, Greystones, Inc. is holding such Common Stock
solely for investment and it has no present plans or proposals with respect to
any material change in the Company's business or corporate structure or,
generally, any other action referred to in instructions (a) through (j) of Item
4 of the form of Schedule 13D. Depending on market conditions and other factors,
Greystones, Inc. may continue purchases of Common Stock or may sell or otherwise
dispose of all or portions of such Common Stock following the one year holding
period required by the Agreement, if such sales and purchases would be desirable
investments for the portfolios of its accounts.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, Greystones, Inc. beneficially owned 1,083,334 shares
of Common Stock representing 12.9% (1) of the Common Stock deemed outstanding on
the date hereof.
This is the only transaction in the Common Stock effected by Greystones,
Inc. within the 60 day period ending on the date of this filing. On July 28,
<PAGE>
1997, the 1,083,334 shares of Common Stock were received directly from the
Company as consideration paid to Greystones, Inc. pursuant to the Agreement.
In addition, the Sole-voting Stockholder may, by virtue of his position as
Sole-voting Stockholder, Chief Executive Officer, Secretary and Treasurer of
Greystones, Inc., be deemed, pursuant to Rule 13d-3 under the Exchange Act, to
own beneficially the Common Stock of which Greystones, Inc. would possess
beneficial ownership. Other than in his respective capacity as Principal
Stockholder of Greystones, Inc. and except as set forth above, the Principal
Stockholder is not the beneficial owner of any Common Stock.
As of the date hereof, Mr. Khalidi beneficially owned 1,583,334 shares of
Common Stock, of which Mr. Khalidi had the sole power to vote or dispose of
500,000 shares representing 5.9% of the outstanding Common Stock, and shared
power to vote or dispose of 1,083,334 shares representing 12.9% of the Common
Stock deemed outstanding on the date hereof. On July 21, 1997, Mr. Khalidi
acquired the 500,000 shares of Common Stock, over which he has sole power to
vote and sole power of disposal. On July 28, 1997, the 1,083,334 shares of
Common Stock were received directly from the Company as consideration paid to
Greystones, Inc. pursuant to the Agreement.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the initial public offering by the Company, Alex Cecil
and Mr. Khalidi entered into lockup letters, dated July 23, 1997 and July 22,
1997, respectively, with the Montgomery Securities.
Except as otherwise set forth in this statement, to the best knowledge of
the undersigned, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among or between the undersigned, the
Principal Stockholders and any other person with respect to any securities of
the Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit Description of Exhibit
1 Lockup Letter, dated July 23,
1997, between Alex Cecil and
Montgomery Securities.
2 Lockup Letter, dated July 22,
1997, between Imad Khalidi and
Montgomery Securities.
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(1) Based on 8,406,726 shares of Common Stock outstanding, as indicated in the
Company's Registration Statement on Form S-1 as filed with the Securities
and Exchange Commission.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: August 7, 1997
GREYSTONES, INC.
/s/ Imad Khalidi
-----------------------------
Imad Khalidi
President
July 23, 1997
Montgomery Securities
Furman Selz LLC
As Representatives of the Several Underwriters
c/o Montgomery Securities
600 Montgomery Street
San Francisco, California 94111
RE: Travel Services International, Inc. (the "Company")
Ladies & Gentlemen:
The undersigned is an owner of record or beneficially of certain shares of
Common Stock of the Company ("Common Stock") or securities convertible into or
exchangeable or exercisable for Common Stock. The Company proposes to carry out
a public offering of Common Stock (the "Offering") for which you will act as the
representatives of the underwriters. The undersigned recognizes that the
Offering will be of benefit to the undersigned and will benefit the Company by,
among other things, raising additional capital for its operations. The
undersigned acknowledges that you and the other underwriters are relying on the
representations and agreements of the undersigned contained in this letter in
carrying out the Offering and in entering into underwriting arrangements with
the Company with respect to the Offering.
In consideration of the foregoing, the undersigned hereby agrees that the
undersigned will not, without the prior written consent of Montgomery Securities
(which consent may be withheld in its sole discretion), directly or indirectly,
sell, offer, contract or grant any option to sell (including without limitation
any short sale), pledge, transfer, establish an open "put equivalent position"
within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934,
or otherwise dispose of any shares of Common Stock, options or warrants to
acquire shares of Common Stock, or securities exchangeable or exercisable for or
convertible into shares of Common Stock currently or hereafter owned either of
record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act
of 1934, as amended) by the undersigned, or publicly announce the undersigned's
intention to do any of the foregoing, for a period commencing on the date hereof
and continuing through the close of trading on the date one hundred eighty days
after the date of the final Prospectus used in connection with the Offering. The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company's transfer agent and registrar against the transfer of shares
of Common Stock or securities convertible into or exchangeable or exercisable
for Common Stock held by the undersigned except in compliance with the foregoing
restrictions.
<PAGE>
With respect to the Offering only, the undersigned waives any registration
rights relating to registration under the Securities Act of any Common Stock
owned either of record or beneficially by the undersigned, including any rights
to receive notice of the Offering.
This agreement is irrevocable and will be binding on the undersigned and the
respective successors, heirs, personal representatives, and assigns of the
undersigned.
\s\ Alex Cecil
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Alex Cecil, Individually
July 22, 1997
Montgomery Securities
Furman Selz LLC
As Representatives of the Several Underwriters
c/o Montgomery Securities
600 Montgomery Street
San Francisco, California 94111
RE: Travel Services International, Inc. (the "Company")
Ladies & Gentlemen:
The undersigned is an owner of record or beneficially of certain shares of
Common Stock of the Company ("Common Stock") or securities convertible into or
exchangeable or exercisable for Common Stock. The Company proposes to carry out
a public offering of Common Stock (the "Offering") for which you will act as the
representatives of the underwriters. The undersigned recognizes that the
Offering will be of benefit to the undersigned and will benefit the Company by,
among other things, raising additional capital for its operations. The
undersigned acknowledges that you and the other underwriters are relying on the
representations and agreements of the undersigned contained in this letter in
carrying out the Offering and in entering into underwriting arrangements with
the Company with respect to the Offering.
In consideration of the foregoing, the undersigned hereby agrees that the
undersigned will not, without the prior written consent of Montgomery Securities
(which consent may be withheld in its sole discretion), directly or indirectly,
sell, offer, contract or grant any option to sell (including without limitation
any short sale), pledge, transfer, establish an open "put equivalent position"
within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934,
or otherwise dispose of any shares of Common Stock, options or warrants to
acquire shares of Common Stock, or securities exchangeable or exercisable for or
convertible into shares of Common Stock currently or hereafter owned either of
record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act
of 1934, as amended) by the undersigned, or publicly announce the undersigned's
intention to do any of the foregoing, for a period commencing on the date hereof
and continuing through the close of trading on the date one hundred eighty days
after the date of the final Prospectus used in connection with the Offering. The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company's transfer agent and registrar against the transfer of shares
of Common Stock or securities convertible into or exchangeable or exercisable
for Common Stock held by the undersigned except in compliance with the foregoing
restrictions.
<PAGE>
With respect to the Offering only, the undersigned waives any registration
rights relating to registration under the Securities Act of any Common Stock
owned either of record or beneficially by the undersigned, including any rights
to receive notice of the Offering.
This agreement is irrevocable and will be binding on the undersigned and the
respective successors, heirs, personal representatives, and assigns of the
undersigned.
By: /s/ Imad Khalidi
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Imad Khalidi
Imad Khalidi
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Printed Name
(and indicate capacity of person signing if
signing as custodian, trustee, or on behalf
of an entity)
