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. 2)
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)
November 24, 1999
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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 633,334
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 633,334
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
633,334
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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)
4.5%
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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) 633,334
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 633,334
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
633,334
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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)
4.5%
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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) 633,334
BENEFICIALLY OWNED 8 SHARED VOTING POWER 0
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 633,334
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
633,334
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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)
4.5%
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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., but do not own
individually any shares of Common Stock of the Company. 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.
On November 24, 1999, J & W Heller Corp. disposed of an aggregate of
60,000 Shares of the Company which resulted in J & W Heller Corp.
having 633,334 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
633,334 shares of Common Stock of the Company, which shares represent
approximately 4.5% of the issued and outstanding Common Stock of the
Company as of the date hereof (based on 13,962,086 shares of Common
Stock issued and outstanding). 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 of the Company. On November
24, 1999, J & W Heller Corp. sold 60,000 Shares of the Company,
resulting in the current ownership of the shares referred above,
whereby J & W Heller Corp. ceased to be the beneficial owner of more
than five (5) percent of the common stock of the Company.
Except as otherwise described in this statement, J & W Heller Corp. has
had no transactions in the Common Stock of the Company since the filing
of the last schedule 13D amendment.
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*
* Previously Filed
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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: December 21, 1999 By: /S/ WAYNE HELLER
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Wayne Heller, President
Dated: December 21, 1999 /S/ WAYNE HELLER
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Wayne Heller, Individually
Dated: December 21, 1999 /S/ JUDY HELLER
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Judy Heller
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