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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. 1)*
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: |_|
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CUSIP No. 894169101 Page 2 of 5
This Amendment No. 1 (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.
Reference is hereby made to the press release dated March 10, 2000,
which is attached hereto as Exhibit (a)(1)(I) and is incorporated herein by
reference.
ITEM 12. EXHIBITS.
(a)(1)(I) Text of Press Release issued by Parent on
March 10, 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 10, 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
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(a)(1)(I) Text of press release issued by Parent on March 10, 2000
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CUSIP No. 894169101 Page 5 of 5
AIRTOURS plc ANNOUNCES TERMINATION OF THE
HART-SCOTT-RODINO WAITING PERIOD IN CONNECTION WITH
ITS PENDING ACQUISITION OF TRAVEL SERVICES INTERNATIONAL, INC.
New York, New York, March 10, 2000 - - Airtours plc announced today
that the waiting period under the Hart-Scott- Rodino Antitrust Improvements Act
in connection with its pending acquisition of Travel Services International,
Inc. (NASDAQ: TRVL) was terminated by the Federal Trade Commission on Thursday,
March 9, 2000.
As previously announced, Airtours entered into a definitive agreement
to acquire Travel Services International pursuant to which on February 29, 2000,
Blue Sea Florida Acquisition Inc., a wholly-owned subsidiary of Airtours
commenced a tender offer to acquire all outstanding shares of common stock of
Travel Services International for $26.00 per share in cash. The tender offer is
scheduled to expire at 12:00 midnight, New York City time, on Monday, March 27,
2000, unless extended.
Contacts:
Jon Coles/Fiona Antcliffe, Brunswick Group 011-44-171-404-5959
