SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(Amendment No. 1)
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)
WAYNE AND JUDY HELLER
1101 EAST COLONIAL DRIVE
ORLANDO, FLORIDA 32803
(407) 898-5353
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 4, 1998
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(continued on following pages)
(Page 1 of 10 Pages)
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CUSIP NO. 894169 10 1 13D PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF SHARES 7 SOLE VOTING POWER 693,334
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 693,334
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
693,334
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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)
5.03%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 894169 10 1 13D PAGE 3 OF 10 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF SHARES 7 SOLE VOTING POWER (See Notes Attached) 693,334
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 693,334
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
693,334
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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)
5.03%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 894169 10 1 13D PAGE 4 OF 10 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF SHARES 7 SOLE VOTING POWER (See Notes Attached) 693,334
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 693,334
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
693,334
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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)
5.03%
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14 TYPE OF REPORTING PERSON
IN
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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 220
Congress Park Drive, Delray Beach, Florida 33445.
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 which was 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 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 Cruiuses
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.
3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Applicable
4 PURPOSE OF TRANSACTION.
Concurrent with the Company's secondary offering of Common Stock in
June, 1998, J & W Heller Corp. disposed of 65,000 Shares of the Company
which resulted in J & W Heller Corp. having 843,334 Shares of the
Company. During December of 1998, J & W Heller Corp. disposed of an
aggregate of 150,000 Shares of the Company (the sale of 100,000 Shares
of the Company on December 4, 1998 and the sale of 50,000 Shares of the
Company on December 8, 1998), which resulted in J & W Heller Corp.
having 693,334 Shares of the Company. J & W Heller Corp. will dispose
of shares of the Company for reasons it considers significant to its
investment decisions, and neither J & W Heller Corp., Wayne Heller nor
Judy Heller have any present plans or proposals which relate to or
would result in:
(a) the acquisition or disposition by J & W Heller Corp. of additional
securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
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(d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or terms
of directors;
(e) any material change in the present capitalization or dividend
policy of the Company;
(f) any material change in the Company's present business or corporate
structure;
(g) changes in the Company's present charter, bylaws or similar
instruments;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or inter-dealer quotation system;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(j) any action similar to those enumerated above.
All of the Shares of Common Stock herein reported are held for
investment purposes. Notwithstanding the foregoing, depending upon
market conditions and a variety of other factors J & W Heller Corp.
may deem significant to its investment decisions, J & W Heller Corp
may in the future purchase additional shares of Common Stock in open
market or private transactions or may dispose of all or portions of
the Shares of the Company it now owns or may hereafter acquire.
5 INTEREST IN SECURITIES OF ISSUER.
As of the date hereof, J & W Heller Corp. is the beneficial owner of
693,334 shares of Common Stock of the Company, which shares represent
approximately 5.03% of the issued and outstanding Common Stock of the
Company as of the date hereof (based on 13,795,658 shares of Common
Stock issued and outstanding).
Except as otherwise described in this statement, J & W Heller Corp. has
had no transactions in the Common Stock during the past 60 days.
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.
6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
To the best knowledge of the undersigned, there are no contracts,
arrangements, understandings of 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.
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7 MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT DESCRIPTION OF EXHIBIT
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1 Joint Filing Agreement
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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.
J & W HELLER CORP.
Dated: July 30, 1999 By: /S/ WAYNE HELLER
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Wayne Heller, President
Dated: July 30, 1999 /S/ WAYNE HELLER
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Wayne Heller, Individually
Dated: July 30, 1999 /S/ JUDY HELLER
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Judy Heller
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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1 Joint Filing Agreement
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) 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: July 30, 1999 J & W HELLER CORP.
By: /S/ WAYNE HELLER
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Wayne Heller, President
/S/ WAYNE HELLER
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Wayne Heller, Individually
/S/ JUDY HELLER
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Judy Heller
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