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.
(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)
Jerry M. Seslowe
c/o Resource Holdings Associates, L.P.
520 Madison Avenue, 40th Floor
New York, New York 10022
(212) 980-3883
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 22, 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 /X/. (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>
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Resource Holdings Associates, L.P. (13-3175657)
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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 OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 300,000(2)
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
0
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
300,000(2)
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,000(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)
3.53%
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14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Option (as defined below) was granted to Resource Holdings
Associates, L.P., a New York limited partnership (the "Partnership") by
Hospitality Worldwide Services, Inc., f/k/a Light Savers U.S.A., Inc.
("Hospitality") as compensation for services rendered as a consultant.
(2) Consists of a presently exercisable option granted to the Partnership
by Hospitality to purchase 300,000 shares of Common Stock of
Hospitality at a purchase price equal to $2.00 per share (the
"Option").
<PAGE>
===============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Resource Holdings Limited (13-3154862)
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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 OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 300,000(2)
OWNED BY EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
0
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
300,000(2)
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
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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)
3.53%
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14 TYPE OF REPORTING PERSON*
CO
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Option was granted to the Partnership by Hospitality as
compensation for services rendered as a consultant.
(2) Resource Holdings Limited, a New York corporation (the "General
Partner"), is the general partner of the Partnership and consequently,
is deemed to be a beneficial owner of the 300,000 shares of Hospitality
Common Stock underlying the Option.
<PAGE>
===============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerry M. Seslowe (###-##-####)
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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), PF
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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 OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 116,668(2)
OWNED BY EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
300,000(3)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
116,668(2)
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
300,000(3)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,668
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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)
4.91%
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14 TYPE OF REPORTING PERSON*
IN
===============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Option was granted to the Partnership by Hospitality as
compensation for services rendered as a consultant.
(2) Consists of shares of Hospitality Common Stock owned individually by
Mr. Seslowe.
(3) Mr. Seslowe is a Managing Director of the General Partner and
consequently, is deemed to be a beneficial owner of the 300,000 shares
of Hospitality Common Stock underlying the Option.
<PAGE>
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard A. Bartlett (###-##-####)
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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), PF
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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 OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 121,666(2)
OWNED BY EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
300,000(3)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
121,666(2)
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
300,000(3)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
421,666
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Option was granted to the Partnership by Hospitality as
compensation for services rendered as a consultant.
(2) Consists of (i) 116,666 shares of Hospitality Common Stock owned
individually by Mr. Bartlett; and (ii) 5,000 shares of Hospitality
Common Stock issuable upon exercise of presently exercisable options.
(3) Mr. Bartlett is a Managing Director of the General Partner and
consequently, is deemed to be a beneficial owner of the 300,000 shares
of Hospitality Common Stock underlying the Option.
<PAGE>
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C. Shaw (###-##-####)
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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), PF
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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 OF ORGANIZATION
Connecticut
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 116,666(2)
OWNED BY EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
300,000(3)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
116,666(2)
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
300,000(3)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,666
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.91%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Option was granted to the Partnership by Hospitality as
compensation for services rendered as a consultant.
(2) Consists of shares of Hospitality Common Stock owned individually by
Mr. Shaw.
(3) Mr. Shaw is a Managing Director of the General Partner and
consequently, is deemed to be a beneficial owner of the 300,000 shares
of Hospitality Common Stock underlying the Option.
<PAGE>
This Amendment No. 1 (the "Amendment No. 1") amends the Schedule 13D
dated August 19, 1996 (the "Schedule D"), filed jointly by Resource Holdings
Associates, L.P., Resource Holdings Limited, Jerry M. Seslowe, Richard A.
Bartlett and John C. Shaw. Except as specifically amended hereby, the Schedule D
remains in full force and effect.
Defined terms herein shall have the meaning specified in the Schedule
13D, except as otherwise provided herein.
Item 1 is hereby amended in its entirety to read:
Item 1. SECURITY AND ISSUER
The title of the class of equity security to which this statement
relates is the Common Stock, $.01 par value per share, of Hospitality Worldwide
Services, Inc., f/k/a Light Savers U.S.A., Inc., a New York corporation
("Hospitality"), and the address of its principal executive offices is 509
Madison Avenue, Suite 1114, New York, New York 10022.
Item 4 is hereby amended in its entirety to read:
Item 4. PURPOSE OF TRANSACTION.
The Partnership was granted the Option as compensation for services
rendered to Hospitality as a consultant. The Option is presently exercisable.
Should the Partnership exercise the Option it would do so solely for investment
purposes. The services consist of general financial advisory services, including
strategic planning and assistance in obtaining equity and debt financing and in
structuring and negotiating merger and acquisition opportunities.
The 116,668 shares of Common Stock of Hospitality owned individually by
Mr. Seslowe were acquired solely for investment purposes. The 116,668 shares of
Common Stock of Hospitality owned individually by Richard A. Bartlett were
acquired solely for investment purposes. The 5,000 shares of Common Stock of
Hospitality issuable upon exercise of presently exercisable options held by Mr.
Bartlett were granted to Mr. Bartlett by Hospitality in his capacity as a
Director of Hospitality. The 116,666 shares of Common Stock of Hospitality owned
individually by John C. Shaw were acquired solely for investment purposes.
Subject to the disclosure above with respect to the Board nominations, each of
the Reporting Group intends to hold its shares of Common Stock solely 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 any member
of the Reporting Group, and general economic conditions, any member of the
Reporting
<PAGE>
Group 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, any member of the Reporting Group also may
determine to sell in the open market, in privately negotiated transactions, or
otherwise, all or part of their shares of Common Stock of Hospitality.
Each member of the Reporting Group is aware that Hospitality has filed
with the Securities and Exchange Commission (the "SEC") a Registration Statement
on Form S-3 with respect to the registration of Common Stock for resale
currently held by Messrs. Seslowe, Bartlett and Shaw and certain other
stockholders of Hospitality and for shares underlying the Option held by the
Partnership. Mr. Bartlett is aware that Hospitality is preparing to file with
the SEC a Registration Statement on Form S-8 with resepct to the registration of
shares underlying options held by Mr. Bartlett and certain other optionholders.
On January 15, 1997 the Partnerhsip was issued 200,000 shares of Common
Stock with respect to the exercise of 200,000 shares of Common Stock underlying
the Option. On January 22, 1997 the Partnership disposed of said 200,000 shares.
In connection with the financial advisory services rendered by the
Partnership to Hospitality, the Partnership was to make recommendations
regarding the composition of the Board of Directors of Hospitality. The
Partnership had proposed that Hospitality nominate for election to the Board of
Directors Louis K. Adler, George Asch and Richard A. Bartlett at the annual
meeting of the shareholders of Hospitality held on the September 26, 1996.
Messrs. Adler, Asch and Bartlett were duly elected to the Board of Directors of
Hospitality at the September 26, 1996 annual meeting.
Item 5 is hereby amended in its entirety to read:
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, (i) the Partnership beneficially owned
300,000 shares of Hospitality Common Stock, constituting 3.53% of the shares of
Hospitality Common Stock outstanding as of the date hereof; (ii) the General
Partner is attributed beneficial ownership of 300,000 shares of Hospitality
Common Stock, constituting 3.53% of the shares of Hospitality Common Stock
outstanding as of the date hereof; (iii) Mr. Seslowe is attributed beneficial
ownership of 416,668 shares of Hospitality Common Stock, constituting 4.91% of
the shares of Hospitality Common Stock outstanding as of the date hereof; (iv)
Mr. Bartlett is attributed beneficial ownership of 421,666 shares of Hospitality
Common Stock, constituting 4.96% of the shares of Hospitality Common Stock
outstanding as of the date hereof; and (v) Mr. Shaw is
<PAGE>
attributed beneficial ownership of 416,666 shares of Hospitality Common Stock,
constituting 4.91% of the shares of Hospitality Common Stock outstanding as of
the date hereof. As of the dated hereof there were 8,190,655 shares of
Hospitality Common Stock outstanding.
(b) The General Partner, on behalf of the Partnership, has the sole
power to vote and to dispose of all of the remaining 300,000 shares of
Hospitality Common Stock underlying the Option.
As Managing Directors of the General Partner, Messrs. Seslowe, Bartlett
and Shaw each have shared power to vote and to dispose of all of the remaining
300,000 shares of Hospitality Common Stock beneficially owned by the Partnership
pursuant to the Option. The approval of any two of the three Managing Directors
of the General Partner is necessary to vote or dispose of the aforementioned
shares.
Messrs. Seslowe, Bartlett and Shaw each have sole power to vote and to
dispose of all of the 116,668, 121,666, and 116,666 shares beneficially owned by
them, respectively.
(c) See "Item 3. Source and Amount of Funds and Other Consideration"
above for information as to shares of Hospitality Common Stock recently acquired
by the Reporting Group. Except as disclosed therein, the Reporting Group has not
acquired or disposed of, within the past 60 days, any shares of Hospitality
Common Stock.
(d) No person other than as outlined herein 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) As of January 22, 1997, the date the Partnership disposed of
200,000 shares of Hospitality Common Stock, each member of the Reporting Group
ceased to be the beneficial owner of more than 5% of the outstanding common
stock of Hospitality.
Item 7. EXHIBITS TO AMENDMENT NO. 1 TO SCHEDULE 13D.
1. Joint Filing Agreement, by and among the Partnership, the General
Partner, Jerry M. Seslowe, Richard A. Bartlett and John C. Shaw, dated February
3, 1997.
<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 3, 1997
RESOURCE HOLDINGS ASSOCIATES, L.P.
By: RESOURCE HOLDINGS
LIMITED, its General
Partner
By: /s/ Jerry M. Seslowe
--------------------
Jerry M. Seslowe
Managing Director
RESOURCE HOLDINGS LIMITED
By: /s/ Jerry M. Seslowe
--------------------
Jerry M. Seslowe
Managing Director
Jerry M. Seslowe
-------------------------------
Jerry M. Seslowe, Individually
Richard A. Bartlett,
-------------------------------
Richard A. Bartlett,
Individually
John C. Shaw
-------------------------------
John C. Shaw, Individually
JOINT FILING AGREEMENT
Each of the undersigned hereby agree that the statement on Amendment
No. 1 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 3, 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 3, 1997
RESOURCE HOLDINGS ASSOCIATES, L.P.
By: RESOURCE HOLDINGS
LIMITED, its General
Partner
By: /s/ Jerry M. Seslowe
--------------------
Jerry M. Seslowe
Managing Director
RESOURCE HOLDINGS LIMITED
By: /s/ Jerry M. Seslowe
--------------------
Jerry M. Seslowe
Managing Director
Jerry M. Seslowe
-------------------------------
Jerry M. Seslowe, Individually
Richard A. Bartlett,
-------------------------------
Richard A. Bartlett,
Individually
John C. Shaw
-------------------------------
John C. Shaw, Individually
