SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Travel Services International, Inc.
(Name of issuer)
Common Stock, par value $0.01 per share
(title of class of securities)
894169 10 1
(CUSIP number)
Greystones, Inc.
Jensen Baird Gardner & Henry
Ten Free Street
P.O. Box 4510
Portland, ME 04112-4510
Attention: Joseph H. Groff, III
with copy to
Keith C. Jones
Drummond Woodsum & MacMahon
245 Commercial Street
P.O. Box 9781
Portland, Maine 04104-5081
(207) 772-1941
(Name, address and telephone number of person
authorized to receive notices and communications)
June 11, 1998
(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 (3) or (4), check the following
box [ ].
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).
CUSIP No. 894169 10 1
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Greystones, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2 (d) or 2 (e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maine
NUMBER 7. SOLE VOTING POWER
OF - 0 -
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 1,083,334
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 1,083,334
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,083,334
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT.
CUSIP No. 894169 10 1
1. NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Alex T. Cecil
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2 (d) or 2 (e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7. SOLE VOTING POWER
OF - 0 -
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 1,083,334
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 1,083,334
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,083,334
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT.
This Amendment No. 1 amends and supplements the statement on Schedule
13D (the "Schedule 13D"), previously filed on behalf of Greystones, Inc., a
Maine corporation, relating to the Common Stock, par value $0.01 per share
of Travel Services International, Inc., a Delaware corporation (the
"Company"). Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Schedule 13D.
Item 1. Security and Issuer
Item 1 is hereby amended to read in its entirety as follows:
This statement relates to the common stock, par value $0.01 per share
( the "Common Stock" or the "Shares"), of Travel Services International,
Inc. (the "Company"), which has its principal executive offices at 220
Congress Park Drive, Delray Beach, Florida 33445.
Item 2. Identity and Background
Item 2 is hereby amended to read in its entirety as follows:
This statement is being filed by Greystones, Inc. Greystones, Inc. is
a corporation organized under the laws of the State of Maine and is a
holding company for shares of the Company received in the transaction
described in Item 3. The address of the principal business office of
Greystones, Inc. is Jensen Baird Gardner & Henry, Attention: Joseph L. Groff
III, Ten Free Street, P.O. Box 4510, Portland, Maine 04112-4510.
Alex T. Cecil is the President, Secretary, Treasurer and sole-voting
stockholder (the "Sole-voting Stockholder") of Greystones, Inc. The
business address of the Sole-voting Stockholder is Drummond Woodsum &
MacMahon, Attention: Joseph L. Delafield III, 245 Commercial Street, P.O.
Box 9781, Portland, ME 04104-5081. The Sole-voting Stockholder is a
citizen of the United States.
Neither Greystones, Inc. nor the Sole-voting Stockholder, during the
last five years, has 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.
Item 3 is hereby amended to read in its entirety as follows:
Greystones, Inc. received 1,083,334 shares of Common Stock pursuant to
the Agreement and Plan of Organization dated May 9, 1997, as amended,
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, the Sole-voting
Stockholder may be deemed the beneficial owner of all of the Common Stock
received by Greystones, Inc. The Sole-voting Stockholder has not
independently invested any of his funds for the purpose of purchasing the
Common Stock.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following paragraph at the end
thereof:
Pursuant to the Agreement and Plan of Organization referred to in Item
3, Greystones, Inc. has exercised its rights granted therein to include
shares held by Greystones, Inc. in a registration statement to be filed by
the Company under the Securities Exchange Act of 1934, as amended. Pursuant
to such right, the Company has included 704,063 of its Common Stock, owned
beneficially and of record by Greystones, Inc., in the Registration on Form
S-1 filed by the Company with the Securities and Exchange Commission on June
11, 1998. If the offering of such shares is successful, Greystones, Inc.
and Alex T. Cecil will continue to beneficially own 379,271 shares of the
Company's Common Stock. Assuming the sale of the shares registered by the
Company on behalf of Greystones, Inc., the remaining shares beneficially
owned by Greystones, Inc. and Alex T. Cecil will represent less than 5% of
the issued and outstanding Common Stock of the Company.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended by deleting the fourth paragraph therefrom.
Item 7. Material to be Filed as Exhibits
Exhibit 10.1 Joint Filing Agreement
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.
June __, 1998
/s/ Alex T. Cecil
-------------------------
(Signature)
Alex T. Cecil
President
(Name/Title)
EXHIBIT 10.1
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement") is entered into as of
the ___ day of June, 1998, by and among GREYSTONES, INC., a Maine
corporation ("Greystones") and ALEX T. CECIL.
The undersigned hereby agree that the Statement on Amendment No. 1 to
Schedule 13D (the "Statement") relating to Travel Services International,
Inc., a Delaware corporation, and all subsequent amendments thereto,
pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder, shall be filed together,
pursuant to Rule 13d-1(f)(1), by Greystones. Each party hereto affirms that
it is eligible to use Schedule 13D with respect to Amendment No. 1 to
Schedule 13D, and that such filing is being made in a timely fashion.
Furthermore, each party hereto agrees to inform Greystones of any change
which could create an obligation to amend this Schedule 13D.
The undersigned hereby acknowledge that each person on whose behalf
the Statement is filed is responsible for the timely filing of such
Statement and any further amendments thereto, and for the completeness and
accuracy of the information contained therein; and that such person is not
responsible for the completeness or accuracy of the information concerning
the other persons making the filing, unless such person knows or has reason
to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts by each of
the undersigned, each of which taken together shall constitute one and the
same instrument.
GREYSTONES, INC.,
A MAINE CORPORATION
By:/s/ Alex T. Cecil
Alex T. Cecil
President
/s/ Alex T. Cecil
ALEX T. CECIL
