UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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TSI INTERNATIONAL SOFTWARE LTD.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
872879101
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(CUSIP Number)
CHILTON INVESTMENT CO., INC., 320 PARK AVENUE, 22ND FLOOR NEW YORK, NY 10022
ATTN: RICHARD L. CHILTON, JR. (212) 751-3596
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JULY 3, 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).
SCHEDULE 13D
CUSIP No. 872879101 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
RICHARD L. CHILTON, JR.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF;OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 500,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 500,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON*
IN
ITEM 1. Security and Issuer
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This statement on Schedule 13D (this "Statement") relates to the
common stock, par value $0.01 per share (the "Common Stock"), of TSI
International Software Ltd., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 45 Danbury Rd.,
Wilton, Connecticut, 06897. The Reporting Person (as defined in Item 2
below) is filing this 13D to report beneficial ownership of more than 5% of
Common Stock outstanding commencing July 3, 1997.
ITEM 2. Identity and Background
-----------------------
This Statement is being filed on behalf of Richard L. Chilton,
Jr. Mr. Chilton is sometimes referred to herein as the "Reporting Person."
ITEM 2. (a),(b),(c)
Richard L. Chilton, Jr. is the sole shareholder of certain
corporations and is the managing general partner of certain limited
partnerships, which act as investment advisor to several limited
partnerships (together, the "Limited Partnerships"), several managed
accounts (together, the "Managed Accounts"), and several investment funds
(together , the "Funds"). As such, Mr. Chilton exercises voting control and
dispositive power over the securities reported herein. The Limited
Partnerships, Managed Accounts, and the Funds are in the business of
investing and trading primarily in securities and finanical instruments.
The address of the principal office of the Reporting Person is
320 Park Avenue, 22nd Floor, New York, New York 10022. The prinicpal
occupations of Mr. Chilton are as the sole shareholder of certain
corporations and as the managing general partner of certain limited
partnerships.
ITEM 2. (d),(e)
During the last five years, the Reporting Person has not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in 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.
ITEM 2. (f)
To the best knowledge of the Reporting Person, all natural
persons identified herein are United States citizens.
ITEM 3. Source and Amount of Funds or Other Consideration
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As of the date hereof, Mr. Chilton has acquired 500,000 shares of
Common Stock for an aggregate purchase price of $5,330,580. All of such
purchases and sales were made through open market transactions. The funds
for the acquisition of the shares of Common Stock by Mr. Chilton came from
funds of the investors in the Managed Accounts and the Funds, and from the
contributions of the partners of the Limited Partnerships.
ITEM 4. Purpose of Transaction
----------------------
The Reporting Person has acquired the Common Stock beneficially
owned by it for investment purposes and in the ordinary course of business.
The Reporting Person does not have any plans or proposals which relate to
or would result in the types of transactions set forth in subparagraphs (a)
through (j) of Item 4 of Schedule 13D. However, the Reporting Person
intends to review on a continuing basis its investment in the Issuer,
including the Issuer's business, financial condition and operating results
and general market and industry conditions and, based upon such review, may
acquire additional shares of Common Stock or dispose of shares of Common
Stock, in the open market, in privately negotiated transactions or
otherwise.
ITEM 5. Interest in Securities of the Issuer
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(a) Mr. Chilton beneficially owns 500,000 shares of Common Stock,
representing 5.52% of the shares of Common Stock. (The foregoing
calculations are based on 9,056,542 shares of Common Stock issued and
outstanding as of October 31, 1997 according to publicly available filings
of the Issuer).
(b) The responses of the Reporting Person to Items 7 through 11
of the cover pages of this Schedule 13D relating to beneficial ownership of
the shares of Common Stock are incorporated herein by reference.
(c) Except as set forth above, the Reporting Person does not
beneficially own any shares of Common Stock and has not effected any
transactions in shares of Common Stock during the preceding 60 days.
(d) The investors in the Managed Accounts and the Funds, and the
partners of the Limited Partnerships, have the right to receive the
proceeds from the sale of 500,000 shares of Common Stock beneficially owned
by Mr. Chilton.
(e) Not applicable.
A description of all the transactions of the Reporting Person in
the shares of Common Stock is attached hereto as Exhibit A and incorporated
by reference herein. All of these transactions were effected on the open
market on the New York Stock Exchange.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Person and any
person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
Exhibit A: Schedule of Transactions.
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 17, 1998
RICHARD L. CHILTON, JR.
By: /s/ Richard L. Chilton, Jr.
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Exhibit A
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TRANSACTIONS IN SHARES OF COMMON STOCK ($0.01 PAR VALUE)
OF TSI INTERNATIONAL SOFTWARE, LTD. (CUSIP # 872879101)
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# OF SHARES
TRADE DATE PRICE PURCHASED/(SOLD)
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7/02/97 10.84 20,000
7/02/97 10.90 117,000
7/02/97 11.00 243,000
7/03/97 11.15 132,000
7/07/97 11.25 10,000
7/23/97 12.75 (91,000)
10/23/97 12.81 1,000
10/31/97 11.00 50,000
11/13/97 10.00 8,000
12/02/97 9.72 (510)
12/02/97 9.78 510
12/31/97 9.91 10,000
