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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Travel Services International, Inc.
-----------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
--------------------------------------
(Title of Class of Securities)
894169101
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(CUSIP Number)
March 25, 1999
--------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
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).
Page 1 of 6 Page
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CUSIP No. 894169101 13G Page 2 of 6 Pages
- -------------------- -----------------
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cumberland Associates LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
638,000
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 87,000
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 638,000
WITH
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8 SHARED DISPOSITIVE POWER
87,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
725,000 (excludes 14,000 shares beneficially owned by Glenn Krevlin,
a member of Cumberland Associates LLC)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.43%
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12 TYPE OF REPORTING PERSON*
OO, IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6 Pages
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Item 1(a) Name of Issuer:
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Travel Services International, Inc. (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
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220 Congress Park Drive
Delray Beach, Florida 33445
Items 2(a) Name of Person Filing:
----------------------
This statement is being filed by Cumberland
Associates LLC. Cumberland Associates LLC is
a limited liability company organized under
the laws of the State of New York, and is
engaged in the business of managing, on a
discretionary basis, nine securities
accounts (the "Accounts"), the principal one
of which is Cumberland Partners. K. Tucker
Andersen, Gary Tynes, Oscar S. Schafer,
Bruce G. Wilcox, Glenn Krevlin, Andrew
Wallach and Eleanor Poppe are the members
(the "Members") of Cumberland Associates
LLC.
Item 2(b) Address of Principal Business Office:
-------------------------------------
The address of the principal business and office
of Cumberland Associates LLC and each of the
Members is 1114 Avenue of the Americas, New
York, New York 10036.
Item 2(c) Citizenship:
------------
Cumberland Associates LLC is a New York
limited liability company. Each of the
Members is a citizen of the United States.
Item 2(d) Title of Class of Securities:
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Common Stock, par value $.01 per share (the "Shares")
Item 2(e) CUSIP Number:
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894169101
Item 3 Not Applicable
Item 4. Ownership:
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Page 3 of 6 Pages
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Item 4(a) Amount Beneficially Owned:
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As of the date hereof, Cumberland Associates
LLC may be deemed the beneficial owner of
725,000 Shares (excludes 14,000 shares
beneficially owned by Glenn Krevlin, a member
of Cumberland Associates LLC).
Item 4(b) Percent of Class:
-----------------
The number of Shares of which Cumberland
Associates LLC may be deemed to be the
beneficial owner constitutes approximately
5.43% of the total number of Shares
outstanding.
Item 4(c) Number of shares as to which such person has:
---------------------------------------------
(i) Sole power to vote or to direct the vote:
638,000
(ii) Shared power to vote or to direct the
vote: 87,000
(iii) Sole power to dispose or to direct the
disposition of: 638,000
(iv) Shared power to dispose or to direct the
disposition of: 87,000
Item 5 Ownership of Five Percent or Less of a Class:
--------------------------------------------
If this statement is being filed to report
the fact that as of the date hereof the
reporting person has ceased to be the
beneficial owner of more than five percent
of the class of securities, check the
following. [ ]
Item 6 Ownership of More than Five Percent on Behalf of Another
--------------------------------------------------------
Person:
-------
The beneficial owners of the Accounts have
the right to participate in the receipt of
dividends from, or proceeds from the sale of,
the Shares held for each Account in
accordance with their ownership interests in
each such Account.
Item 7 Identification and Classification of the
----------------------------------------
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
Not Applicable
Page 4 of 6 Pages
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Item 8 Identification and Classification of Members
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of the Group:
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Not Applicable
Item 9 Notice of Dissolution of Group:
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Not Applicable
Item 10 Certification:
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By signing below the signatory certifies that, to the best of his knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the Issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
Page 5 of 6 Pages
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SIGNATURE
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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.
Dated: April 2, 1999
CUMBERLAND ASSOCIATES LLC
By: /s/ Glenn Krevlin
---------------------
Name: Glenn Krevlin
Title: Member
Page 6 of 6 Pages
