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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
InTime Systems International, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
461158206
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(CUSIP Number)
Scott Turkel, TCM Partners, L.P., 137 Rowayton Avenue,
Suite 200, Rowayton, CT 06853
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 13, 1998
- --------------------------------------------------------------------------------
(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 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).
(Continued on the following page(s))
Page 1 of 9 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 461158206 PAGE 2 OF 9 PAGES
- ------------------- -----------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TCM PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(3) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 40,400 SHARES OF CLASS A COMMON STOCK
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
40,400 SHARES OF CLASS A COMMON STOCK
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,400 SHARES OF CLASS A COMMON STOCK
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 3 OF 9 PAGES
- --------- -----------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCOTT TURKEL
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUND*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
NUMBER OF
7 SOLE VOTING POWER
SHARES
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 84,600 SHARES OF CLASS A COMMON STOCK
REPORTING -------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -------------------------------------------------------
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
84,600 SHARES OF CLASS A COMMON STOCK
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,600 SHARES OF CLASS A COMMON STOCK
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 4 of 9
Item 1. Security and Issuer.
(a) Title and Class of Securities
Class A Common Stock
(b) Name of Issuer
InTime Systems International, Inc.
(c) Address of Issuer's Principal Executive Offices
1655 Palm Beach Lakes Boulevard
Suite 200
West Palm Beach, Florida 33401
Item 2. Identity and Background
(a) TCM Partners, L.P. is a Delaware limited partnership. Scott Turkel is
the sole general partner of TCM Partners, L.P.
(b) The business address of TCM Partners, L.P. and Scott Turkel is 137
Rowayton Avenue, Suite 200, Rowayton, Connecticut 06853.
(c) Mr. Turkel's principal occupation is serving as general partner of TCM
Partners, L.P.
(d) TCM Partners, L.P. and Mr. Turkel have not, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) TCM Partners, L.P. and Mr. Turkel have not been, during the last five
years, a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of any such proceeding was or is subject
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 violations with respect to such laws.
(f) TCM Partners, L.P. is a limited partnership organized under the laws of
the State of Delaware. Mr. Turkel is a United States citizen.
<PAGE>
Page 5 of 9
Item 3. Source and Amount of Funds or Other Consideration.
N/A
Item 4. Purpose of Transaction.
The securities were (i) sold in the normal course by TCM Partners, L.P.
and by an account managed by TCM Capital Management, Inc., a corporation wholly
owned by Scott Turkel (the "Managed Account") and (ii) transferred to limited
partners of TCM Partners, L.P. upon their withdrawal from the partnership.
Item 5. Interest in Securities of the Issuer.
(a) TCM Partners, L.P. owns 40,400 shares of Class A Common Stock of
the issuer, representing 0.9% of outstanding Class A Common Stock of the issuer,
which includes 20,200 shares of Class A Common Stock issuable upon exercise of
Warrants. Mr. Turkel is the president of TCM Capital Management, Inc. and, in
his capacity as manager of the Managed Account, also beneficially owns 43,800
shares of Class A Common Stock, which includes 21,900 shares of Class A Common
Stock issuable upon exercise of Warrants. Mr. Turkel is also the custodian of an
account in the name of his son Bryan Turkel (the "BT Account"), and thereby
beneficially owns 400 shares of Class A Common Stock, which includes 200 shares
of Class A Common Stock issuable upon exercise of Warrants (resulting in an
aggregate beneficial ownership of 84,600 shares of Common Stock, representing
1.9% of the outstanding Class A Common Stock of the issuer).
(b) TCM Partners, L.P. and Scott Turkel, its general partner, share the
power to vote or to direct the vote and to dispose or direct the disposition of
the shares of Class A Common Stock and Warrants owned by TCM Partners, L.P.,
Scott Turkel shares the power to vote or direct the vote and to dispose or
direct the disposition of the shares of Class A Common Stock and Warrants
beneficially owned by the Managed Account, and Scott Turkel has the sole power
to vote and to dispose or direct the disposition of the shares of Class A Common
Stock and Warrants owned by the BT Account.
(c) The following sales and transfers were made by TCM Partners, L.P.
and the Managed Account since the filing of Amendment No. 1 to Schedule 13D:
Number of Units (each Unit
consisting of one share of Class A
Common Stock and one Warrant to
purchase one share of Class A
DATE COMMON STOCK) PRICE PER UNIT
---- ------------- --------------
May 15, 1996 1,000 9.875
October 24, 1997 36,200 6.7166
<PAGE>
Page 6 of 9
January 13, 1998 25,300 n/a
January 14, 1998 2,200 n/a
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None
Item 7. Materials to be Filed as Exhibits.
(a) Agreement to file jointly
<PAGE>
Page 7 of 9
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January ___, 1998
TCM PARTNERS, L.P.
By:
-----------------------------------
Scott Turkel, General Partner
--------------------------------------
Scott Turkel
<PAGE>
Page 8 of 9
EXHIBIT INDEX
EXHIBIT PAGE
- ------- ----
A Agreement to file jointly 9
<PAGE>
Page 9 of 9
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of In Time Systems
International, Inc. and hereby affirm that such Schedule 13D is being filed on
behalf of each of the undersigned.
Dated: January , 1998 TCM Partners, L.P.
Rowayton, Connecticut
By:
---------------------------------
A General Partner
Dated: January , 1998
Rowayton, Connecticut
----------------------------------
Scott Turkel
