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)
J & W Heller Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
Delaware
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7 SOLE VOTING POWER
NUMBER OF 908,334
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 908,334
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
908,334
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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)
10.8%
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14 TYPE OF REPORTING PERSON
CO
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<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)
Wayne Heller
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
United States
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7 SOLE VOTING POWER
NUMBER OF 908,334
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 908,334
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
908,334
- --------------------------------------------------------------------------------
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)
10.8%
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14 TYPE OF REPORTING PERSON
IN
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<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)
Judy Heller
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
United States
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7 SOLE VOTING POWER
NUMBER OF 908,334
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 908,334
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
908,334
- --------------------------------------------------------------------------------
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)
10.8%
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14 TYPE OF REPORTING PERSON
IN
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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 J & W Heller Corp., formerly known as
Cruises Only, Inc. J & W Heller Corp. is a corporation organized under the laws
of the State of Florida and is engaged in the business of distributing cruise
vacation reservations to travelers located in the United States. The address of
the principal business and office of J & W Heller Corp. is 1101 East Colonial
Drive, Orlando, Florida 32803.
Wayne Heller and Judy Heller are the Principal Stockholders (the "Principal
Stockholders") of J & W Heller Corp. Wayne Heller is the President and Treasurer
of J & W Heller Corp. Judy Heller is the Vice President and Secretary of J & W
Heller Corp. Wayne Heller and Judy Heller are the directors of J & W Heller
Corp. The business address of each of the Principal Stockholders is the same as
that of J & W Heller Corp. Each of the Principal Stockholders is a citizen of
the United States. A copy of the Joint Filing Agreement between Cruises Only,
Inc. and the Principal Stockholders is annexed hereto as Exhibit 1.
Neither J & W Heller Corp. nor any of the Principal Stockholders have,
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.
J & W Heller Corp. received 908,334 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., Cruises Only, Inc., Wayne
Heller and Judy Heller (the "Agreement").
By virtue of Rule 13d-3 under the Exchange Act, each of the Principal
Stockholders may be deemed the beneficial owner of all of the Common Stock
received by J & W Heller Corp. None of the Principal Stockholders has
independently invested any of his or her funds for the purpose of purchasing the
Common Stock.
Item 4. Purpose of Transaction.
J & W Heller Corp. has received the Common Stock as an equity interest in
the Company. As of the date hereof, J & W Heller Corp. 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, J & W Heller Corp. 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, J & W Heller Corp. beneficially owned 908,334 shares
of Common Stock representing 10.8% (1) of the Common Stock deemed outstanding on
the date hereof.
<PAGE>
This is the only transaction in the Common Stock effected by J & W Heller
Corp. within the 60 day period ending on the date of this filing. On July 28,
1997, the 908,334 shares of Common Stock were received directly from the Company
as consideration paid to J & W Heller Corp. pursuant to the Agreement.
In addition, each of the Principal Stockholders may, by virtue of his or
her position as Principal Stockholder of J & W Heller Corp. be deemed, pursuant
to Rule 13d-3 under the Exchange Act, to own beneficially the Common Stock of
which J & W Heller Corp. would possess beneficial ownership. Other than in their
respective capacities as Principal Stockholders of J & W Heller Corp. and except
as set forth above, none of the Principal Stockholders is the beneficial owner
of any Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In connection with the initial public offering, Wayne Heller, Judy Heller
and Cruises Only, Inc. each entered into lockup letters with 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
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1 Joint Filing Agreement.
2 Lockup Letter, dated July 22,
1997, between Wayne Heller and
Montgomery Securities.
3 Lockup Letter, dated July 22,
1997, between Judy Heller and
Montgomery Securities.
4 Lockup Letter, dated July 22,
1997, between Cruises Only,
Inc. 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
J & W Heller Corp.
/s/ Wayne Heller
---------------------------
Wayne Heller, Individually
and as President
/s/ Judy Heller
---------------------------
Judy Heller
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below each hereby agrees that the Schedule 13D
filed herewith and any amendments thereto relating to the acquisition of shares
of beneficial interest of Travel Services International, Inc. is filed jointly
on behalf of each person.
Dated: August 7, 1997
J & W Heller Corp.
/s/ Wayne Heller
---------------------------
Wayne Heller, President
/s/ Wayne Heller
---------------------------
Wayne Heller, Individually
/s/ Judy Heller
---------------------------
Judy Heller
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\ Wayne Heller
-------------------------
Wayne Heller
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\ Judy Heller
-----------------------
Judy Heller
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.
CRUISES ONLY, INC.
By: \s\ Wayne Heller
----------------------------
Wayne Heller, President
