UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 5
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)
Louis Schwartz, Esq.
c/o Varner, Stephens, Humphries & White
3350 Cumberland Circle, Suite 1700
Atlanta, Georgia 30339
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(770) 850-7000
(Name, address and telephone number of person
authorized to receive notices and communications)
December 11, 1998
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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 Q.
Check the following box if a fee is being paid with the statement Q. (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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CUSIP No. 44106N 10 0 13D Page 2 of 8 Pages
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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*
N/A
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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 0
OWNED BY
EACH -------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
Not Applicable
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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)
0.0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 44106N 10 0 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Watermark Investments Limited, LLC
65-0762460
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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 13,000
OWNED BY
EACH ----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
Not Applicable
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9 SOLE DISPOSITIVE POWER
13,000
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10 SHARED DISPOSITIVE POWER
Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,000
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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)
0.1%
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14 TYPE OF REPORTING PERSON*
OO(2)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Shares were originally issued (in connection with an
acquisition) to Watertone Holdings, LP, a Delaware limited
partnership (the "Partnership") and were subsequently distributed to
the Reporting Person in a pro rata distribution of the Partnership's
assets.
(2) Watermark Investments Limited, LLC is a Delaware limited liability
Company.
<PAGE>
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CUSIP No. 44106N 10 0 13D Page 4 of 8 Pages
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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 563,751(2)
OWNED BY
EACH ----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
Not Applicable
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9 SOLE DISPOSITIVE POWER
563,751(2)
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10 SHARED DISPOSITIVE POWER
Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
563,751(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)
4.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Shares were originally issued (in connection with an acquisition) to
Watertone Holdings, LP, a Delaware limited partnership (the
"Partnership") and were subsequently distributed to the Reporting
Person in a pro rata distribution of the Partnership's assets.
(2) Mr. Berman is the sole manager of Watermark Investments Limited, LLC
("Watermark"), the general partner of the Partnership and
consequently, is deemed to beneficially own the 13,000 shares of
Hospitality Worldwide Services, Inc. Common Stock held by Watermark.
<PAGE>
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CUSIP No. 44106N 10 0 13D Page 5 of 8 Pages
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This Amendment No. 5 (the "Amendment No. 3") amends the
Schedule 13D, dated July 17, 1996, as amended by Amendment No. 1 to Schedule
13D, dated December 23, 1996, Amendment No. 2 to Schedule 13 D, dated February
7, 1997, Amendment No. 3 to Schedule 13D, dated February 6, 1998 and Amendment
No. 4 to Schedule 13D, dated Novmeber 19, 1998 (collectively referred to as the
"Schedule 13D") filed by Watertone Holdings LP, Watermark Investments Limited
LLC and Robert A. Berman. 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"), Watermark Investments Limited,
LLC, a Delaware limited liability company ("Watermark") and Robert A. Berman.
The sole general partner of Watertone is Watermark. The sole manager of
Watermark is Robert A. Berman.
(b) Watertone has a business address at 225 West
Washington Street, Suite 2200, Chicago, Illinois 60609. Watermark has a business
address at 225 West Washington Street, Chicago, Illinois 60609. 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 is
the Chairman of the Board and Chief Executive Officer of Hospitality.
(d) During the last five years, neither Watertone,
Watermark nor Mr. Berman has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, neither Watertone,
Watermark nor Mr. 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.
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CUSIP No. 44106N 10 0 13D Page 6 of 8 Pages
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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 Hospitality 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 Hospitality common stock to the then general partner of Watertone,
Watertone LLC, a Delaware limited liability company, effectively reducing its
interest 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.
On February 6, 1998, Watertone sold 500,000 shares of
Hospitality common stock in a privately negotiated transaction, effectively
reducing its interest in Hospitality to 1,300,000 shares of common stock.
On March 26, 1998, Watertone distributed an aggregate of
1,100,000 shares of Hospitality common stock on a pro-rata basis to its equity
holders. In connection with this distribution, Watermark received 13,000 shares
of Hospitality common stock and Robert Berman received 474,085 shares of
Hospitality common stock.
On November 13, 1998, Mr. Berman purchased 10,000 shares
of Hospitality common stock on the open market at a purchase price of $5.0625
per share.
On December 11, 1998, Watertone distributed a portion of
its assets to its equity holders, including all of the 200,000 shares of
Hospitalty's common stock it previously held. As part of such distribution, Mr.
Berman elected to receive the value of his equity interest in the form of
Hospitality Common Stock, which distribution amounted to an aggregate of 66,666
shares of such Common Stock (the "Distribution"). As a result of the
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CUSIP No. 44106N 10 0 13D Page 7 of 8 Pages
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Distribution, Mr. Berman's interest in Hospitality common stock has been
decreased to 563,7511.
Item 5 of the Schedule 13D is hereby amended in its
entirety to read:
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the Distribution, Watertone no longer
is the beneficial owner of any shares of Hospitality common stock. As of this
date, Watermark beneficially owns 13,000 shares of Hospitality common stock and
Robert Berman beneficially owns 563,751 shares of Hospitality Common Stock. Such
shares constitute 0.0%, 0.1% and 4.4% of the shares of Hospitality common stock
outstanding as of the date hereof, respectively. As of the date hereof there
were 12,698,652 shares of Hospitality common stock outstanding.
(b) Robert Berman, as the sole manager of Watermark, 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, no
Reporting Person has acquired, within the past 60 days, any shares of
Hospitality common stock.
(d) No person other than Watermark or Mr. Berman 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 March 26, 1998, Watertone and Watermark ceased
being the beneficial owners of more than 5% of the outstanding common stock of
Hospitality. As of December 11, 1998, Mr. Berman ceased being the beneficial
owner of more than 5% of the outstanding common stock of Hospitality.
Item 7. EXHIBITS TO AMENDMENT NO. 3 TO SCHEDULE 13D.
1. Joint Filing Agreement, dated as of December 23,
1998, by and among Watertone Holdings, L.P., Watermark Investments Limited, LLC
and Robert Berman.
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(1) Consisting of (i) 550,751 shares which were transferred with respect
to the Watertone distribution on March 26, 1998 and are now held directly by Mr.
Berman; and (ii) 13,000 shares, which were transferred with respect to the
Watertone distribution on March 26, 1998 and are now held by Watermark, as to
which Mr. Berman is attributed beneficial ownership.
<PAGE>
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CUSIP No. 44106N 10 0 13D Page 8 of 8 Pages
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SIGNATURES
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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: December 23, 1998
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
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Robert Berman, Individually
<PAGE>
JOINT FILING AGREEMENT
Each of the undersigned hereby agree that the statement
on Amendment No. 5 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 December 23, 1998 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: December 23, 1998
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
