UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 1
HOSPITALITY WORLDWIDE SERVICES, INC.
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(Name of issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of class of securities)
44106N 10 0
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(CUSIP number)
E.W. Plaut
c/o Relco Inc.
3 Stamford Landing, 46 Southfield Avenue
Stamford, Connecticut 06902
(203) 975-7254
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 21, 1997
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE. Six copies of this statement, including all exhibits, should be filed with
the Commission. SEE Rule 13d-1(a) 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).
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Watertone LLC
06-1453054
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO(1)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 500,000
OWNED BY -------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH Not Applicable
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9 SOLE DISPOSITIVE POWER
500,000
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10 SHARED DISPOSITIVE POWER
Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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14 TYPE OF REPORTING PERSON*
OO(2)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Shares transferred to the Reporting Person in a reorganization of
Watertone Holdings LP, a Delaware limited partnership ("Watertone
L.P."). At the time of the reorganization the Reporting Person was the
general partner of Watertone L.P.
(2) The Reporting Person is a Delaware limited liability company
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This Amendment No. 1 (the "Amendment No. 1") amends the Schedule
13D, dated December 23, 1996 (the "Schedule 13D") filed by Watertone LLC. Except
as specifically amended hereby, the Schedule 13D remains in full force and
effect.
Defined terms herein shall have the meaning specified in the
Schedule 13D, except as otherwise provided herein.
Item 3 of the Schedule 13D is amended hereby in its entirety to
read:
Item 3. Source and Amount of Funds or Other Consideration
On June 13 1996, Watertone Holdings LP, a Delaware limited
partnership of which the Reporting Person was the general partner (the
"Partnership"), acquired from Watermark Investments Limited, a Delaware
corporation, 2,300,000 shares of common stock, par value $.01 per share, of
Hospitality (the "Common Stock"), in exchange and consideration for a limited
partnership interest in the Reporting Person.
On October 31, 1996, pursuant to a reorganization of the Partnership
through an amendment and restatement of the Partnership's Agreement of Limited
Partnership, the Partnership transferred its interest in 500,000 shares of
Common Stock to the Reporting Person.
Item 4 of the Schedule 13D is amended hereby in its entirety to
read:
Item 4. Purpose of Transaction.
On October 31, 1996, pursuant to a reorganization of the Partnership
through an amendment and restatement of the Partnership's Agreement of Limited
Partnership, the Partnership transferred its interest in 500,000 shares of
Common Stock to the Reporting Person.
The Reporting Person acquired the 500,000 shares of Common Stock in
order to obtain an equity position in Hospitality. It intends to hold said
shares of Common Stock for investment purposes and not to facilitate a possible
acquisition of control of Hospitality. Notwithstanding the foregoing, however,
depending on the pricing, availability of the Common Stock, future developments
at and pertaining to Hospitality, other investment and business opportunities
available to the Reporting Person, and general economic conditions, the
Reporting Person or its affiliates may determine to purchase, in the open
market, in privately negotiated transactions, or otherwise, additional shares of
Common Stock or otherwise seek to obtain control of Hospitality. In addition,
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depending on the factors described above, the Reporting Person also may
determine to sell in the open market, in privately negotiated transactions, or
otherwise, all or part of their shares of Common Stock.
On January 21, 1997, pursuant to a Redemption Agreement, Watertone
L.P. paid to the Reporting Person $4,220,454 in redemption of the Reporting
Person's entire interest in Watertone. As of such date (i) the Reporting Person
is no longer Watertone's general partner; and (ii) the Reporting Person is no
longer attributed beneficial ownership of those shares of Hospitality Common
Stock held by Watertone L.P.
Item 5 of the Schedule 13D is hereby amended in its entirety to
read:
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, the Reporting Person beneficially owned
500,000 shares of Hospitality Common Stock. Such shares constitute 6.1% of the
shares of Hospitality common stock outstanding as of the date hereof. As of the
date hereof there were 8,188,155 shares of Hospitality common stock issued and
outstanding.
(b) The Reporting Person has the sole power to vote and to dispose
of all of the shares of Hospitality Common Stock referred to in paragraph (a)
above. Messrs. Garraty, Asen and Plaut, as Managers of Watertone LLC each have
shared power to vote and to dispose of all of the shares of Hospitality Common
Stock held by the Reporting Person.
(c) See "Item 3. Source and Amount of Funds and Other Consideration"
above for information as to shares of Hospitality Common Stock recently acquired
or disposed of by the Reporting Person. Except as disclosed therein, the
Reporting Person has not acquired, within the past 60 days, any shares of
Hospitality Common Stock.
(d) No person other than the Reporting Person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Hospitality Common Stock that are the subject of
this Schedule 13D.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
The Reporting Person understands that Hospitality has filed with the
Securities and Exchange Commission a Registration Statement on Form S-3 with
respect to the registration of common stock for resale currently held by the
Reporting Person and certain other stockholders of Hospitality.
Item 7. Material to be Filed as Exhibits.
1. Redemption Agreement, dated as of January 21, 1997, by and among
Watertone LLC, Watermark Investments Limited, an international business company
created under the laws of the Bahamas, Watermark Investments Limited, a Delaware
corporation and Watertone.
SIGNATURES
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: January 31, 1997
WATERTONE LLC
By: /s/ John A. Garraty, Jr.
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John A. Garraty, Jr.
Manager
REDEMPTION AGREEMENT
REDEMPTION AGREEMENT dated as of January 21, 1997 among
Watertone L.L.C., a Delaware limited liability company ("Watertone"), Watermark
Investments Limited, an international business company created under the laws of
the Bahamas, Watermark Investments Limited, a Delaware corporation (collectively
"Watermark") and Watertone Holdings L.P., a Delaware limited partnership (the
"Partnership").
RECITALS
A. Watertone is the General Partner of the Partnership and Watermark is
the Limited Partner of the Partnership.
B. Watermark wishes to cause the Partnership to redeem Watertone's
entire interest (the "Interest") in the Partnership, and Watertone is willing to
have its Interest redeemed, in accordance with the terms and conditions set
forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, it is agreed as follows:
1. Redemption of Partnership Interest
The Partnership hereby pays to Watertone $4,220,454 in
redemption of Watertone's entire Interest in the Partnership. Watertone hereby
accepts such payment and agrees that upon receipt of such amount, from and after
the date hereof it will have no further interest in the Partnership or its
assets, profits, losses or distributions.
2. Representations and Warranties of Watertone
Watertone hereby represents and Warrants to the Partnership
and Watermark that it owns legal and beneficial title to the Interest free and
clear of all liens and encumbrances.
3. Tax Characterization and Tax Returns
(a) The parties agree that the transaction described herein
will be characterized as a purchase by a partnership of an interest of a partner
pursuant to Section 736(b) of the Internal Revenue Code of 1986, as amended.
(b) Watertone will prepare the federal income tax return of
the Partnership for the calendar year ended December 31, 1996. Such tax return
will reflect a year-end capital account of Watertone in the amount of
$3,675,000, and no income or loss allocated to any partner.
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(c) Watermark will prepare the Partnership's federal income
tax return for the year ended December 31, 1997 (and any year thereafter). Such
return will reflect an allocation of a share of the Partnership's taxable income
to Watertone in the amount of its Preferred Return, as defined in the
Partnership Agreement of the Partnership (in the amount of $545,454) from
taxable income of the Partnership generated as of the date hereof, based on an
interim closing of the Partnership's books as of the date hereof. Such tax
return will reflect a closing capital account of Watertone of zero. Watertone
will have no interest in any other item of profit, loss or cash distributions of
the Partnership (including its 1% interest set forth in the Partnership
Agreement of the Partnership) accruing either before or after the date hereof.
The remainder of the Partnership's profits, losses and distributions will be
allocated to Watermark, or as directed by Watermark (other than to Watertone).
4. Further Assurances
Watertone and Watermark will cooperate with each other after
the closing of the transaction described herein with respect to all aspects of
the Partnership, including without limitation providing each other with
information, documentation and records in their possession relating to the
Partnership, Without limiting the foregoing, Watermark agrees to cause the
Partnership to take all actions reasonably required to complete registration of
500,000 shares of common stock of Executone Information Systems, Inc. and
500,000 shares of common stock of Hospitality Worldwide Services, Inc. currently
registered in the name of the Partnership into the name of Watertone.
5. Indemnification and Mutual Release
Watermark and the Partnership hereby agree to indemnify and
hold harmless Watertone for any and all claims, liabilities and expenses
relating to the Partnership arising from any event or cause occurring on or
after the date hereof. Watertone and Watermark hereby release each other from
all claims, liabilities and expenses relating to the Partnership or any of the
assets or activities thereof.
6. Miscellaneous
This Agreement is the entire agreement of the parties, and is
governed by the laws of New York. This Agreement may be executed in
counterparts. This Agreement is binding on the parties and their respective
successors and assignees.
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IN WITNESS WHEREOF, the parties have executed this Redemption
Agreement as of the date first above written.
WATERTONE L.L.C., a Delaware limited
liability company
By: /s/ Jack A. Garraty, Jr.
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Jack A. Garraty, Jr., Manager
WATERMARK INVESTMENTS LIMITED, a
Bahamian international business company
By: /s/ Robert Berman
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Robert Berman, Managing Director
WATERMARK INVESTMENTS LIMITED, a
Delaware corporation
By: /s/ Robert Berman
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Robert Berman
Its: President
WATERTONE HOLDINGS L.P.
By: Watertone L.L.C., a general partner
By: /s/ Jack A. Garraty, Jr.
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Jack A. Garraty, Jr., Manager
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