-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PXGDldjaHZJui2uZk9bJ0ErEZDnBQB1+zY0irM0grKzfTU067fUXPMQhv9UvFOKi Ye756N1F/Lj3wgqp8FG++w== 0000941655-98-000016.txt : 19980910 0000941655-98-000016.hdr.sgml : 19980910 ACCESSION NUMBER: 0000941655-98-000016 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980909 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAVIGANT INTERNATIONAL INC CENTRAL INDEX KEY: 0001055455 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 522080967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-54327 FILM NUMBER: 98706310 BUSINESS ADDRESS: STREET 1: 84 INVERNESS CIRCLE EAST CITY: ENGLEWOOD STATE: CO ZIP: 80112-5314 BUSINESS PHONE: 9207342756 MAIL ADDRESS: STREET 1: P.O. BOX 6604 CITY: ENGLEWOOD STATE: CO ZIP: 80155-6604 FORMER COMPANY: FORMER CONFORMED NAME: TDOP INC DATE OF NAME CHANGE: 19980212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OZ MANAGEMENT LLC CENTRAL INDEX KEY: 0001054587 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 153 EAST 53RD STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122925900 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Navigant International, Inc. ----------------------------------------- (Name of Issuer) Common Stock, $.001 par value ----------------------------------------- (Title of Class of Securities) 63935R108 ----------------------------------------- (CUSIP Number) June 15, 1998 ----------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 63935R108 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). OZ Management, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 Shares 6 SHARED VOTING POWER 713,470 Shares 7 SOLE DISPOSITIVE POWER 0 Shares 8 SHARED DISPOSITIVE POWER 713,470 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 713,470 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO/IA CUSIP No. 63935R108 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). OZ Master Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 Shares 6 SHARED VOTING POWER 429,475 Shares 7 SOLE DISPOSITIVE POWER 0 Shares 8 SHARED DISPOSITIVE POWER 429,475 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 429,475 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.3% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 63935R108 1 NAME OF REPORTING PERSON I.R.S. Identification No. of above person (entities only). Ziff Asset Management, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 Shares 6 SHARED VOTING POWER 283,995 Shares 7 SOLE DISPOSITIVE POWER 0 Shares 8 SHARED DISPOSITIVE POWER 283,995 Shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 283,995 Shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.2% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN Item 1(a) Name of issuer: Navigant International, Inc., a Delaware corporation (the "Company"). Item 1(b) Address of issuer's principal executive offices: 84 Inverness Circle East, Englewood, Colorado 80112-5314. Item 2(a) Name of person filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) OZ Management, L.L.C., a Delaware limited liability company ("OZ Management"). ii) OZ Master Fund, Ltd., a Cayman Islands exempted limited company ("OZ Master Fund"). iii) Ziff Asset Management, L.P., a Delaware limited partnership ("Ziff Asset Management"). This Statement relates to shares of Common Stock of the Company ("Shares") held for the accounts of OZ Master Fund and Ziff Asset Management. OZ Management serves as principal investment manager to OZ Master Fund, and as such, has been granted investment discretion over portfolio investments, including the Shares, held for the account of OZ Master Fund. OZ Management also exercises shared voting and investment authority over the portfolio investments, including the Shares, of an investment account of Ziff Asset Management. Mr. Daniel S. Och, the managing member of OZ Management, may be deemed to control such accounts and, indirectly, the Shares reported hereby. 2(b) Address or principal business office or, if none, residence: The address of the principal business office of OZ Management is 153 East 53rd Street, 44th Floor, New York, New York 10022. The address of the principal business office of OZ Master Fund is c/o Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896, Harbour Centre, Second Floor, North Church Street, George Town, Grand Cayman, Cayman Islands, B.W.I. The address of the principal business office of Ziff Asset Management is 283 Greenwich Avenue, Third Floor, Greenwich, Connecticut 06830. 2(c) Citizenship: i) OZ Management, L.L.C., is a Delaware limited liability company. ii) OZ Master Fund, Ltd., is a Cayman Islands exempted limited company. iii) Ziff Asset Management, L.P., is a Delaware limited partnership. 2(d) Title of class of securities: Common Stock 2(e) CUSIP No.: 63935R108 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [x] Item 4. Ownership See cover page for each Reporting Person. Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6. Ownership of More than 5 Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE 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: September 9, 1998. OZ MANAGEMENT, L.L.C. By: /s/ Daniel S. Och -------------------------------- Name: Daniel S. Och Title: Managing Member Dated: September 9, 1998. OZ MASTER FUND, LTD. By: OZ MANAGEMENT, L.L.C. as Investment Manager By: /s/ Daniel S. Och ---------------------------------- Name: Daniel S. Och Title: Managing Member Dated: September 9, 1998 ZIFF ASSET MANAGEMENT, L.P. By: PBK Holdings, Inc. as General Partner By: /s/ Philip B. Korsant ----------------------------------- Name: Philip B. Korsant Title: President EX-99 2 EXHIBIT A - JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto, and any filing on Schedule 13D relating to the same investment) with respect to the shares of common stock, par value $.001 per share, of Navigant International, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. Dated: September 9, 1998. OZ MANAGEMENT, L.L.C. By: /s/ Daniel S. Och -------------------------------- Name: Daniel S. Och Title: Managing Member Dated: September 9, 1998. OZ MASTER FUND, LTD. By: OZ MANAGEMENT, L.L.C. as Investment Manager By: /s/ Daniel S. Och ---------------------------------- Name: Daniel S. Och Title: Managing Member Dated: September 9, 1998. ZIFF ASSET MANAGEMENT, L.P. By: PBK Holdings, Inc. as General Partner By: /s/ Philip B. Korsant ----------------------------------- Name: Philip B. Korsant Title: President -----END PRIVACY-ENHANCED MESSAGE-----