UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 2
HOSPITALITY WORLDWIDE SERVICES, INC.
(f/k/a LIGHT SAVERS U.S.A., 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)
William Hopson, Esq.
c/o Varner, Stephens, Humphries & White
3350 Cumberland Circle, Suite 1700
Atlanta, Georgia 30339
(770) 850-7000
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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).
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Watertone Holdings LP
06-1453057
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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 1,800,000
OWNED BY -------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH Not Applicable
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,800,000
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,800,000
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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)
22.0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Shares issued in connection with an acquisition by the Issuer.
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Watermark Investments Limited, LLC
FEIN Applied For
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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 1,800,000(2)
OWNED BY -------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH Not Applicable
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,800,000(2)
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,800,000(2)
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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)
22.0%
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14 TYPE OF REPORTING PERSON*
OO(3)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Shares were issued in connection with an acquisition to Watertone
Holdings, LP, a Delaware limited partnership (the "Partnership").
(2) Watermark Investments Limited, LLC is the general partner of the
Partnership and consequently, is deemed to beneficially own the
1,800,000 shares of Hospitality Worldwide Services, Inc.
("Hospitality") common stock held by the Partnership.
(3) Watermark Investments Limited, LLC is a Delaware limited liability
Company.
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Berman
###-##-####
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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
United States Citizen
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,800,000(2)
OWNED BY -------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH Not Applicable
-------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,800,000(2)
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,800,000(2)
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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)
22.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Shares were issued in connection with an acquisition to Watertone
Holdings, LP, a Delaware limited partnership (the "Partnership").
(2) Mr. Berman is the sole manager of Watermark Investments Limited, LLC,
the general partner of the Partnership and consequently, is deemed to
beneficially own the 1,800,000 shares of Hospitality Worldwide
Services, Inc. ("Hospitality") common stock held by the Partnership.
<PAGE>
This Amendment No. 2 (the "Amendment No. 2") amends the
Schedule 13D, dated July 17, 1996, as amended by Amendment No. 1 to Schedule
13D, dated December 23, 1996 (collectively referred to as the "Schedule 13D")
filed by Watertone Holdings LP. 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 2 of the Schedule 13D is hereby amended in its entirety
to read:
Item 2. Identity and Background
(a) This statement is being filed by Watertone Holdings LP, a
Delaware limited partnership ("Watertone"). The sole general partner of
Watertone is Watermark Investments Limited, LLC, a Delaware limited liability
company ("Watermark"). The sole manager of Watermark is Robert Berman.
(b) Watertone has a business address at c/o Varner, Stephens,
Humphries & White, 3350 Cumberland Circle, Suite 1700, Atlanta, Georgia 30339.
Watermark has a business address at c/o Varner, Stephens, Humphries & White,
3350 Cumberland Circle, Suite 1700, Atlanta, Georgia 30339. Mr. Berman has a
business address at 926 Fifth Avenue, Apt. 5B, New York, New York 10021.
(c) Watertone's principal business is investment holdings.
Watermark's principal business is investment holdings. Mr. Berman's principal
business is 926 Fifth Avenue, Apt. 5B, New York, New York 10021.
(d) During the last five years, neither Watertone, Watermark
nor Robert Berman has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither Watertone, Watermark
nor Robert Berman has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction subjecting him to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) Watertone is a Delaware limited partnership. Watermark is
a Delaware limited liability company. Mr. Berman is a citizen of the United
States of America.
<PAGE>
Item 3 of the Schedule 13D is hereby amended in its entirety
to read:
Item 3. Source and Amount of Funds or Other Consideration
On June 13 1996, Watertone acquired from Watermark Investments
Limited, a Delaware corporation ("Watermark") 2,300,000 shares of common stock,
par value $.01 per share (the "Common Stock"), of Hospitality Worldwide
Services, Inc., a New York corporation ("Hospitality"), in exchange and
consideration for a limited partnership interest in Watertone.
Item 4 of the Schedule 13D is hereby amended in its entirety
to read:
Item 4. Purpose of Transaction.
Watertone acquired the shares of Common Stock in order to
obtain an equity position in Hospitality. It intends to hold the 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 Watertone, and general economic conditions, Watertone 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, depending on the
factors described above, Watertone 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 October 31, 1996, pursuant to a reorganization of
Watertone's assets and through an amendment and restatement of Watertone's
Agreement of Limited Partnership, Watertone transferred its interest in 500,000
shares of Common Stock to the then general partner of Watertone, Watertone LLC,
a Delaware limited liability company, effectively reducing Watertone's
intererest in Hospitality to 1,800,000 shares of Common Stock.
On January 21, 1997, pursuant to a Redemption Agreement,
Watertone paid to Watertone LLC $4,220,454 in redemption of Watertone LLC's
entire interest in Watertone. As of such date, Watertone LLC is no longer
Watertone's general partner.
As of January 21, 1997, pursuant to an Amendment to
Watertone's Agreement of Limited Partnership, Watermark became the
general partner of Watertone.
Item 5 of the Schedule 13D is hereby amended in its entirety
to read:
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, each of Watertone, Watermark and
Robert Berman beneficially owned 1,800,000 shares of Hospitality Common Stock.
Such shares constitute 22.0% 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 outstanding.
(b) Robert Berman, as the sole manager of Watermark, which is
the sole general partner of Watertone, has sole power to vote and to dispose of
all of the shares of Hospitality Common Stock referred to in paragraph (a)
above.
(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 Watertone. Except as disclosed therein,
Watertone has not acquired, within the past 60 days, any shares of Hospitality
Common Stock.
(d) No person other than Watertone 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.
Item 6 of the Schedule 13D is hereby amended in its entirety
to read:
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities
of the Issuer.
Watertone is aware 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
Watertone and certain other stockholders of
Hospitality.
Item 7. Exhibits to Amendment No. 2 to Schedule 13D.
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.
2. Joint Filing Agreement, dated as of February 6, 1997, by
and among Watertone Holdings, L.P., Watermark Investments Limited, LLC and
Robert Berman.
<PAGE>
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: February 6, 1997
WATERTONE HOLDINGS LP
By: WATERMARK INVESTMENTS
LIMITED, LLC, its General
Partner
By: /s/ Robert Berman
--------------------------------
Robert Berman
Manager
WATERMARK INVESTMENTS LIMITED,
LLC
By: /s/ Robert Berman
------------------------------------
Robert Berman
Manager
/s/ Robert Berman
----------------------------------------
Robert Berman, Individually
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.
<PAGE>
(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.
-2-
<PAGE>
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.
-----------------------------------
Jack A. Garraty, Jr., Manager
WATERMARK INVESTMENTS LIMITED, a
Bahamian international business company
By: /s/ Robert Berman
-----------------------------------
Robert Berman, Managing Director
WATERMARK INVESTMENTS LIMITED, a
Delaware corporation
By: /s/ Robert Berman
-----------------------------------
Robert Berman
Its: President
WATERTONE HOLDINGS L.P.
By: Watertone L.L.C., a general partner
By: /s/ Jack A. Garraty, Jr.
-----------------------------------
Jack A. Garraty, Jr., Manager
-3-
JOINT FILING AGREEMENT
Each of the undersigned hereby agree that the statement on
Amendment No. 2 to Schedule 13D with respect to the Common Stock, $.01 par value
per share, of Hospitality Worldwide Services, Inc. f/k/a Light Savers U.S.A.,
Inc., dated February 6, 1997 is, and any amendments thereto signed by each of
the undersigned, shall be filed on behalf of each of the undersigned pursuant to
and in accordance with the provisions of Rule 13d-1(f) of the Securities
Exchange Act of 1934.
Dated: February 6, 1997
WATERTONE HOLDINGS LP
By: WATERMARK INVESTMENTS
LIMITED, LLC, its General
Partner
By: /s/ Robert Berman
--------------------------------
Robert Berman
Manager
WATERMARK INVESTMENTS LIMITED,
LLC
By: /s/ Robert Berman
------------------------------------
Robert Berman
Manager
/s/ Robert Berman
----------------------------------------
Robert Berman, Individually
