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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TravelNow.com, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
89490A 10 7
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(CUSIP Number)
Jeff Wasson, President
TravelNow.com, Inc.
318 Park Central East, Suite 418
Springfield, Missouri 65806
(417) 864-3600 Extension 127
------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 18, 2000
-------------------
(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 ss.ss.ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
<PAGE>
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Jeffrey A. Wasson ###-##-####
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)
PF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)[ ]
6. Citizenship or Place of Organization
United States of America
Number of
Shares 7. Sole Voting Power 1,692,067
Beneficially
Owned by 8. Shared Voting Power - 0 -
Each
Reporting 9. Sole Dispositive Power 1,692,067
Person With
10. Shared Dispositive Power - 0 -
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,450,304
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)[ ]
13. Percent of Class Represented by Amount in Row (11)
40.9%
14. Type of Reporting Person (See Instructions)
IN
<PAGE>
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons ---- Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself - including each member of
a group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
(4) Classify the source of funds or other consideration used or to be used in
making purchases as required to be disclosed pursuant to Item 3 of Schedule
13D and insert the appropriate symbol (or symbols if more than one is
necessary) in row (4):
Category of Source Symbol
Subject Company (Company SC
whose securities are being
acquired)
Bank BK
Affiliate (of reporting person) AF
Working Capital (of reporting WC
person)
Personal Funds (of reporting PF
person)
Other OO
(5) If disclosure of legal proceedings or actions is required pursuant to
either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6) Citizenship or Place of Organization - Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization. (See Item 2 of Schedule 13D.)
(7)- Aggregate Amount Beneficially Owned by Each Reporting Person, etc.----Rows
(7)
(11), through (11) inclusive, and (13) are to be completed in accordance with
the provisions of
(13) Item 5 of Schedule 13D. All percentages are to be rounded off to nearest
tenth (one place after decimal point).
<PAGE>
(12) Check if the aggregate amount reported as beneficially owned in row (11)
does not include shares which the reporting person discloses in the report
but as to which beneficial ownership is disclaimed pursuant to Rule 13d4
[17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
(14) Type of Reporting Person ---- Please classify each "reporting person"
according to the following breakdown and place the appropriate symbol (or
symbols, i.e., if more than one is applicable, insert all applicable
symbols) on the form:
Category Symbol
Broker-Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Advisor IA
Employee Benefit Plan, EP
Pension Fund, or Endowment
Fund
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
Notes: Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer items
on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only
be used where the cover page item or items provide all the disclosure
required by the schedule item. Moreover, such a use of a cover page item
will result in the item becoming a part of the schedule and accordingly
being considered as "filed" for purposes of Section 18 of the Securities
Exchange Act or otherwise subject to the liabilities of that section of the
Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed
in the Commission's regulations and meet existing Securities Exchange Act
rules as to such matters as clarity and size (Securities Exchange Act Rule
12b12).
<PAGE>
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Item 1. Security and Issuer
This Statement on Schedule 13D relates to shares of common stock, par value
$0.01 per share (the "Common Stock"), of TravelNow.com, Inc., a Delaware
corporation (the "Company"). The Company has its principal executive offices at
318 Park Central East, Suite 418, Springfield, Missouri 65806.
Item 2. Identity and Background
This Statement on Schedule 13D is being filed on behalf of Jeffrey Wasson
("Mr. Wasson"). Mr Wasson is the Chief Executive Officer of the Company. The
business address of Mr. Wasson and the Company is 318 Park Central East, Suite
418, Springfield, Missouri 65806.
During the last five years, Mr. Wasson has not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations or, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Mr. Wasson is a citizen of the United States of America.
Mr. Wasson has signed a Letter Agreement (the "Agreement") with various
officers, directors and employees of the Company which provides that they will
hold their Common Stock and will not vote or dispose of their Common Stock in
any transaction not approved by the Board of Directors of the Company.
Accordingly, the Mr. Wasson and the other signers of the Agreement may be deemed
to be a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act
of 1934.
The other signers of the Agreement are Jerry Rutherford ("Mr. Rutherford"),
Ross Summers ("Mr. Summers"), Marvin McDaniel ("Mr. McDaniel"), Donna McDaniel
("Ms. McDaniel"), Jamie Coppedge ("Mr. Coppedge"), Chris Lynch ("Mr. Lynch"),
William Perkin ("Mr. Perkin"), H. Whit Ehrler ("Mr. Ehrler"), and Christopher
Kuhn ("Mr. Kuhn"). In this Schedule 13D, such persons are sometimes referred to
collectively as the "Signing Persons" and individually as a "Signing Person."
Each of the Signing Persons is a U.S. Citizen.
Mr. Rutherford is the owner of ERA Rutherford Realtors. The business
address of Mr Rutherford is 3322 South Campbell Avenue, Suite BB, Springfield,
Missouri 65807.
Mr. Summers is Vice President and General Manager of the Company. The
business address of Mr. Summers and the Company is 318 Park Central East, Suite
418, Springfield, Missouri 65806.
Mr. McDaniel is Vice President of Travel Services of the Company. The
business address of Mr. McDaniel and the Company is 318 Park Central East, Suite
418, Springfield, Missouri 65806.
Ms. McDaniel is a retired bookkeeper. The address of Ms. McDaniel is 3127
South Patterson Avenue, Springfield, Missouri 65804.
Mr. Coppedge is Director of Technical Operations for the Company. The
business address of Mr. Coppedge and the Company is 318 Park Central East, Suite
418, Springfield, Missouri 65806.
<PAGE>
Mr. Lynch is Director of Core Development for the Company. The business
address of Mr. Lynch and the Company is 318 Park Central East, Suite 418,
Springfield, Missouri 65806.
Mr. Perkin is the Chief Executive Officer of Eclectic Enterprises, a
business to business internet company that does business as Way2Bid.com. The
business address of Mr. Perkin, and Eclectic Enterprises is 3343 East Montclair,
Springfield, Missouri 65804.
Mr. Ehrler is Vice President and Chief Financial Officer of the Company.
The business address of Mr. Ehrler and the Company is 318 Park Central East,
Suite 418, Springfield, Missouri 65806.
Mr. Kuhn is Vice President and Chief Information Officer of the Company.
The business address of Mr. Kuhn and the Company is 318 Park Central East, Suite
418, Springfield, Missouri 65806.
During the last five years, none of the Signing Persons (a) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations or, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The information regarding the amount of funds used by Mr. Wasson and each
of the Signing Persons to acquire the shares of Common Stock beneficially owned
by is provided in the table included as Exhibit 1 of this Schedule, and is
incorporated by reference in this Item 3. Unless otherwise indicated in the
table, the source of each amount was the personal funds of the Signing Person.
Item 4. Purpose of Transaction
Mr. Wasson is filing this statement of Schedule 13D because he has signed
an Agreement which provides that he and the other Signing Persons will hold
their Common Stock and will not vote or dispose of their Common Stock in any
transaction not approved by the Board of Directors of the Company. Accordingly,
the Mr. Wasson and the Signing Persons may be deemed to be a "group" for
purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. The purpose
of the Agreement is to enable the Board of Directors to enhance the long-term
value of the Common Stock.
<PAGE>
Item 5. Interest in Securities of the Issuer
As of December 18, 2000, based on information provided by the Company,
there were 10,872,909 outstanding shares of Common Stock. Mr. Wasson and the
Signing Persons may be deemed to share beneficial ownership of 4,450,304 shares
of Common Stock, representing 40.9% of the Common Stock outstanding.
The individual holdings of Common Stock by the Signing Persons are provided
in a table included in Exhibit 1 to this Schedule and are incorporated by
reference in this Item 5.
On November 22, 2000, Mr. Summers purchased 1,000 shares of Common Stock
from an unaffiliated party for $1.968 per share.
On December 1, 2000, Mr. Wasson sold 53,333 shares of Common Stock to Mr.
Summers; 53,333 shares to Mr. Kuhn; 66,667 shares to Mr. Ehrler; and 30,667
shares to an unaffiliated party. All of these sales were at $0.75 per share.
On December 1, 2000, Mr. Summers purchased 53,333 shares of Common Stock
from Mr. Wasson for $1.00 per share.
On December 1, 2000, Mr. Kuhn purchased 53,333 shares of Common Stock from
Mr. Wasson for $1.00 per share.
On December 1, 2000, Mr. Ehrler purchased 66,667 shares of Common Stock
from Mr. Wasson for $1.00 per share.
On December 22, 2000, Mr. Rutherford sold 50,000 shares of Common Stock to
Mr. Ehrler for $1.00 per share.
On December 22, 2000, Mr. Ehrler purchased 50,000 shares of Common Stock
from Mr. Rutherford for $1.00 per share. On December 26, 2000, Mr. Ehrler sold
10,000 of these shares of Common Stock to an unaffiliated party for $1.00 per
share.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Mr. Wasson has signed an Agreement, dated December 18, 2000, which provides
that, until at least April 30, 2001, the Mr. Wasson and the other Signing
Persons will not vote in favor of or dispose of their Common Stock in any
transaction not approved by the Board of Directors of the Company.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 -- Exhibit or Table summarizing the holdings of the Signing
Persons
Exhibit 2 -- Letter Agreement between various officers, directors and
employees of the Company, signed December 18, 2000.
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.
------------------------------------------------------------------------------
Date: December 29, 2000
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Signature /s/ Jeffrey A. Wasson
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Jeffrey A. Wasson, Chief Executive Officer
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
