sc13dza

0000950134-05-023786.txt : 20051223 0000950134-05-023786.hdr.sgml : 20051223 20051223124013 ACCESSION NUMBER: 0000950134-05-023786 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051223 DATE AS OF CHANGE: 20051223 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54327 FILM NUMBER: 051284666 BUSINESS ADDRESS: STREET 1: 84 INVERNESS CIRCLE EAST CITY: ENGLEWOOD STATE: CO ZIP: 80112-5314 BUSINESS PHONE: 3037060800 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: TQ3 Travel Solutions Management Holding GmbH CENTRAL INDEX KEY: 0001322308 IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: GUSTAV-DEETJEN- ALLEE 2-6 CITY: BREMEN STATE: 2M ZIP: 28215 BUSINESS PHONE: 0049 421 35 00 691 MAIL ADDRESS: STREET 1: GUSTAV-DEETJEN- ALLEE 2-6 CITY: BREMEN STATE: 2M ZIP: 28215 SC 13D/A 1 f01143sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

Navigant International, Inc.

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

63935R108

(CUSIP Number)

Jens Peters
General Counsel
TQ3 Travel Solutions Management Holding GmbH
Gustav-Deetjen-Allee 2-6
28215 Bremen
Federal Republic of Germany
Telephone: +49-421-3500-0

Copy to:

Sina R. Hekmat, Esq.
Jones Day
Hochhaus am Park
Grueneburgweg 102
60323 Frankfurt am Main
Federal Republic of Germany
Telephone: +49-69-9726-3994

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 23, 2005

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No. 63935R108		Schedule 13D		Page 2 of 5 Pages


1	NAMES OF REPORTING PERSONS: TQ3 Travel Solutions Management Holding GmbH

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Federal Republic of Germany

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	0

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	0.00%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No. 63935R108		Schedule 13D		Page 3 of 5 Pages

Item 1. Security and Issuer.

This Amendment No. 2 (the “Amendment No. 2”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on April 11, 2005, as amended on June 30, 2005 (the “Schedule 13D”) with respect to the common stock, par value $.001 per share (the “Common Stock”), of Navigant International, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 84 Inverness Circle East, Englewood, CO 80112.

Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Unless otherwise indicated herein, terms used but not defined herein in this Amendment No. 2 shall have the same respective meanings herein as are ascribed to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is amended and supplemented as follows:

Not Applicable.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented as follows:

Pursuant to the Purchase Agreement (the “Purchase Agreement”), dated as of December 22, 2005, by and between the Reporting Person and Preussag Finanz- und Beteiligungs-GmbH (“Preussag Finanz”), the Reporting Person has disposed of 1,707,100 shares of Common Stock, which reflects the disposition of all of the Reporting Person’s interest in the Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and supplemented as follows:

(a)		As of the date hereof, the Reporting Person is no longer the beneficial owner of any of the Exhibit 1 shares of Common Stock.

(b)		The Reporting Person no longer has the power to vote or to further dispose of the shares of Common Stock described in (a) above.

(c)		The Reporting Person sold all of its beneficial interest in the Common Stock of Issuer. The sale was effected by the Reporting Person pursuant to the Purchase Agreement. Except as described herein, the Reporting Person has not effected any other purchases of any shares of Common Stock during the past 60 days.

		Except as described herein, neither the Reporting Person nor, to its knowledge, any person named on Schedule I to the Schedule 13D, TUI AG, or any person named on Schedule II to the Schedule 13D, has effected any transaction in the Common Stock during the past 60 days.

(d)		The Reporting Person no longer 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 Common Stock.

(e)		Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is amended and supplemented as follows:

Purchase Agreement, dated as of December 22, 2005, by and between Preussag Finanz and the Reporting Person.


CUSIP No. 63935R108		Schedule 13D		Page 4 of 5 Pages

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Schedule 13D is amended and supplemented as follows:

Purchase Agreement, dated as of December 22, 2005, by and between Preussag Finanz and the Reporting Person.


CUSIP No. 63935R108		Schedule 13D		Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 23, 2005


TQ3 TRAVEL SOLUTIONS MANAGEMENT HOLDING GMBH
By:	/s/ Stephan Baars
	Name:	Stephan Baars
	Title:	Chief Financial Officer



By:	/s/ Jens Peters
	Name:	Jens Peters
	Title:	General Counsel

EX-99.1 2 f01143exv99w1.htm PURCHASE AGREEMENT exv99w1

Exhibit 1

PURCHASE AGREEMENT

This Purchase Agreement dated as of December 22, 2005 (this “Agreement”) is entered into by and between

TQ3 Travel Solutions Management Holding GmbH, a German limited liability company, having its registered offices at Gustav-Deetjen-Allee 2 – 6, 28215 Bremen (“Seller”), and

Preussag Finanz- und Beteiligungs-GmbH, a German limited liability company, having its registered offices at Karl-Wiechert-Allee 4, 30625 Hannover (“Buyer”).

WHEREAS, Seller currently owns 1,707,100 shares (the “Shares”) of common stock, par value $.001 per share, of Navigant International, Inc., a Delaware corporation, having its registered offices at 84 Inverness Circle East, Englewood, Colorado; and

WHEREAS, Seller and Buyer are both wholly owned subsidiaries of TUI AG, Hannover/Berlin (“TUI AG”);

WHEREAS, Seller desires to sell and Buyer desires to purchase the Shares in accordance with the terms and conditions hereof.

NOW THEREFORE, Seller and Buyer hereby agree as follows:

1. Seller hereby sells and transfers to Buyer and Buyer hereby accepts the full and unencumbered ownership of the Shares with all rights attached thereto for an aggregate purchase price of €15,210,261.00 (the “Purchase Price”).

2. Buyer shall pay the Purchase Price within 2 business days following the execution of this Agreement to Seller’s intercompany account held with TUI AG.

3. Upon payment of the Purchase Price, Seller and Buyer shall jointly instruct Citigroup Global Markets Inc., New York (“Citi”), DTC Number: 0418, about the sale and transfer of the Shares. In particular, Citi shall be instructed to transfer the Shares from the securities account No. 748-2005-001 held by Seller with Citi to a new security account to be opened by Buyer with Citi, the details of which Buyer will provide Seller with in due course.

4. Seller represents and warrants to Buyer that Seller is, and as a result of the transaction contemplated hereby Buyer will be, the sole owner of the Shares free and clear of all liens and encumbrances.

5. Seller and Buyer will arrange for all necessary filings with the SEC relating to this transaction contemplated under this Agreement.

6. All expenses, costs, fees and charges in connection with the transactions contemplated under this Agreement shall be borne by Buyer.

7. This Agreement shall be construed in accordance with and governed by the laws of Germany, without regard to principles of conflicts of laws.

8. Place of jurisdiction shall be Hannover, Germany.

9. In the event that one or more provisions of this Agreement shall, or shall be deemed to, be invalid or unenforceable, the validity and enforceability of the other provisions of this Agreement shall not be affected thereby. In such case, the parties hereto agree to recognize and give effect to such valid and enforceable provision or provisions, which correspond as closely as possible with the commercial intent of the parties. The same shall apply in the event that the Agreement contains any gaps (“Vertragslücken”).

TQ3 Travel Solutions Management Holding GmbH



By:	/s/ Stephan Baars
Name:		Stephan Baars
Title:		Chief Financial Officer



By:	/s/ Jens Peters
Name:		Jens Peters
Title:		General Counsel

Preussag Finanz- und Beteiligungs-GmbH



By:	/s/ Dieter Brettschneider
Name:		Dieter Brettschneider
Title:		Managing Director



By:	/s/ Dieter Kulow
Name:		Dieter Kulow
Title:		Managing Director