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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. 2)*
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 3
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This Amendment No. 2 (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.
ITEM 1. SUMMARY TERM SHEET.
The paragraph in the Offer to Purchase under the caption "SUMMARY TERM
SHEET--Can the offer be extended and under what circumstances?" is amended by
adding the following at the end thereof:
"In addition, we may extend the offer for any period required by
law, as described in Section 1 in this offer to purchase, including a
minimum five business day period for a material change to the terms of
the offer and a minimum ten business day period for any change with
respect to the offer price or the number of shares sought or for other
changes of similar significance.
The Merger Agreement does not permit a subsequent offering period
during which shareholders of Travel Services International who do not
tender in the offer would have an additional period of time, beginning
after we have purchased shares tendered in the offer, to tender their
shares at the same price."
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CUSIP No. 894169101 Page 3 of 3
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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 17, 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
