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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3 - Final Amendment)*
TRAVEL SERVICES INTERNATIONAL, INC.
(Name of Subject Company (Issuer))
AIRTOURS plc
and
BLUE SEA FLORIDA ACQUISITION INC.
(Names of Filing Persons (Offerors))
Common Stock, $.01 Par Value Per Share
(Including the Associated Common Share Purchase Rights)
(Title Class of Securities)
894169101
(CUSIP Number of Class of Securities)
Paul Devitt
Addleshaw Booth & Co.
100 Barbirolli Square
Manchester M2 3AB England
011-44-161-934-6000
Copies to:
John C. Whitehead, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
212-309-6000
(Name, Address and Telephone Numbers of Persons
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. Check
the appropriate boxes below to designate any transactions to which the
statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: |X|
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CUSIP No. 894169101 Page 2 of 5
This Amendment No. 3, the final amendment (this "Amendment"), amends
and supplements the joint Tender Offer Statement on Schedule TO (as amended and
supplemented, the "Schedule TO") filed with the Securities and Exchange
Commission on February 29, 2000, by Blue Sea Florida Acquisition Inc.
("Purchaser"), a Florida corporation and an indirect wholly-owned subsidiary of
Airtours plc, a corporation organized under the laws of England ("Parent"), to
purchase all the outstanding shares of common stock, $.01 par value per share
("Common Stock"), of Travel Services International, Inc., a Florida corporation
(the "Company"), including the associated common share purchase rights (the
"Rights" and together with the Common Stock, the "Shares") at a purchase price
of $26.00 per Share, net to the seller in cash without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
February 29, 2000 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). Capitalized terms used and not defined
herein shall have the meanings assigned to such terms in the Offer to Purchase
and the Schedule TO.
The Schedule TO is hereby amended and supplemented by adding the
following:
"The Offer expired at 12:00 midnight, New York City time, on
Monday, March 27, 2000. Pursuant to the Offer and based upon the report
of the Depositary, the Purchaser has accepted for payment approximately
13.4 million Shares which were validly tendered and not withdrawn
(including 203,500 Shares tendered by guaranteed delivery), or
approximately 95% of the outstanding Shares.
Reference is hereby made to the press release dated March 28,
2000, which is attached hereto as Exhibit (a)(1)(J) and is incorporated
herein by reference."
ITEM 12. EXHIBITS.
(a)(1)(J) Text of Press Release issued by Parent on March 28, 2000.
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CUSIP No. 894169101 Page 3 of 5
SIGNATURES
After due 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.
Dated: March 28, 2000
AIRTOURS plc
By: /s/ JAMES S. JENNINGS
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Name: James S. Jennings
Title: Attorney-in-Fact
BLUE SEA FLORIDA ACQUISITION INC.
By: /s/ JAMES S. JENNINGS
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Name: James S. Jennings
Title: Vice President
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CUSIP No. 894169101 Page 4 of 5
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
(a)(1)(J) Text of press release issued by Parent on March 28, 2000
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CUSIP No. 894169101 Page 5 of 5
Exhibit (a)(1)(J)
FOR IMMEDIATE RELEASE
AIRTOURS plc COMPLETES TENDER OFFER FOR SHARES
OF TRAVEL SERVICES INTERNATIONAL, INC.
New York, New York, March 28, 2000 -- Airtours plc and Blue Sea Florida
Acquisition Inc., an indirect wholly owned subsidiary of Airtours, today
announced the successful completion of the tender offer by Blue Sea to acquire
all outstanding shares of the common stock of Travel Services International Inc.
(NASDAQ: TRVL) at $26.00 per share in cash.
Based on information provided by the Depositary, approximately 13.4
million shares of Travel Services International, representing approximately 95%
of the outstanding Travel Services International shares, including approximately
203,500 million guaranteed deliveries, were validly tendered prior to the
expiration of Blue Sea's tender offer at 12:00 midnight, New York City time, on
Monday, March 27, 2000. Blue Sea has accepted for payment all shares validly
tendered and not withdrawn prior to the expiration of the tender offer. Payment
is scheduled to begin on Wednesday, March 29, 2000.
Pursuant to the terms of the merger agreement between Airtours, Blue
Sea and Travel Services International, Airtours will acquire the shares that it
does not already own at the same $26.00 per share price as offered in the tender
offer through a merger between Blue Sea and Travel Services International.
Contacts:
Jon Coles/Fiona Antcliffe, Brunswick Group 011-44-171-404-5959
