-----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, MLxMvNRAhd5ZYjodgpe7+uer+AhDPn32jjFjK6veslQz0PfZsZG74PwJq1GxJGHA ynZI6mJJ4Jj36NA4tDl/kg== 0001193125-06-125043.txt : 20060606 0001193125-06-125043.hdr.sgml : 20060606 20060606142142 ACCESSION NUMBER: 0001193125-06-125043 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060606 DATE AS OF CHANGE: 20060606 GROUP MEMBERS: TUI AG 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: 06888871 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: Preussag Finanz- und Beteiligungs-GmbH CENTRAL INDEX KEY: 0001348456 IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: KARL-WIECHERT-ALLEE 4 CITY: HANNOVER STATE: 2M ZIP: D 30625 BUSINESS PHONE: 00495115661378 MAIL ADDRESS: STREET 1: KARL-WIECHERT-ALLEE 4 CITY: HANNOVER STATE: 2M ZIP: D 30625 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 3 Schedule 13D Amendment No. 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

 

Navigant International, Inc.


(Name of Issuer)

 

Common Stock, $0.01 par value per share


(Title of Class of Securities)

 

63935R108


(CUSIP Number)

 

Dieter Brettschneider

Managing Director

Preussag Finanz- und Beteiligungs-GmbH

Karl-Wiechert-Allee 4

30625 Hannover

Federal Republic of Germany

Telephone: +49-511-566-1378

copies to: Erika L. Robinson

Wilmer Cutler Pickering Hale and Dorr LLP

1875 Pennsylvania Avenue, Washington, DC 20006

(202) 663-6402


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

 

June 1, 2006


(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-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box.  ¨

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      

 

  1.  

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

   
                Preussag Finanz- und Beteiligungs-GmbH    
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  
  (a)  ¨  
    (b)  ¨    
  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)   ¨
         
  6.   Citizenship or Place of Organization  
                Federal Republic of Germany    
Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person
With
    7.  Sole Voting Power
 
                   0
    8.  Shared Voting Power
 
                  1,367,379
    9.  Sole Dispositive Power
 
                  0
  10.  Shared Dispositive Power
 
                  1,367,379
11.   Aggregate Amount Beneficially Owned by Each Reporting Person    
                1,367,379    
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
         
13.   Percent of Class Represented by Amount in Row (11)  
                8.81%    
14.   Type of Reporting Person (See Instructions)  
                OO    

Page 2 of 11 Pages


CUSIP No. 63935R108      

 

  1.  

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

   
                TUI AG    
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  
  (a)  ¨  
    (b)  ¨    
  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)   ¨
         
  6.   Citizenship or Place of Organization  
                Federal Republic of Germany    
Number of
Shares
Beneficially by
Owned by
Each
Reporting
Person
With
    7.  Sole Voting Power
 
                   0
    8.  Shared Voting Power
 
                  1,367,379
    9.  Sole Dispositive Power
 
                  0
  10.  Shared Dispositive Power
 
                  1,367,379
11.   Aggregate Amount Beneficially Owned by Each Reporting Person    
                1,367,379    
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
         
13.   Percent of Class Represented by Amount in Row (11)  
                8.81%    
14.   Type of Reporting Person (See Instructions)  
                OO    

Page 3 of 11 Pages


This Amendment No. 3 to the undersigned’s Schedule 13D, which was originally filed on January 3, 2006 and amended on May 8, 2006 and May 19, 2006 (the “Schedule 13D”) with regard to Navigant International, Inc. is being filed to amend Item 5 of the Schedule 13D to reflect additional dispositions subsequent to Amendment No. 2. Except as expressly stated herein, there have been no material changes in the information set forth in the Schedule 13D.

Item 1. Security and Issuer

This statement on Schedule 13D relates 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.

Item 2. Identity and Background.

 

(a) - (b)    This statement on Schedule 13D is being filed by Preussag Finanz- und Beteiligungs-GmbH, a limited liability company organized and existing under the laws of the Federal Republic of Germany (“Preussag Finanz”) and TUI AG, a stock corporation organized and existing under the laws of the Federal Republic of Germany (together with Preussag Finanz, the “Reporting Persons”). The principal business address of Preussag Finanz is Karl-Wiechert-Allee 4, 30625 Hannover, Federal Republic of Germany. The principal business address of TUI AG is Karl-Wiechert-Allee 4, 30625 Hannover, Federal Republic of Germany.
   Preussag Finanz is a wholly-owned subsidiary of TUI AG.
   Set forth in Schedule I (which is incorporated by reference herein) is the name, business address and present principal occupation or employment of each of Preussag Finanz’s directors and executive officers as of the date hereof.
   Set forth in Schedule II (which is incorporated by reference herein) is the name, business address and present principal occupation or employment of each of TUI AG’s directors and executive officers as of the date hereof.
(c)    Preussag Finanz is a holding company for participations of the TUI group companies that are not part of one of its core business areas. TUI AG is a provider of tourism and logistics services worldwide.
(d)    During the past five years, neither Preussag Finanz nor TUI AG, nor to their knowledge, any person named on Schedule I, or any person named on Schedule II, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)    During the past five years, neither Preussag Finanz nor TUI AG, nor to their knowledge, any person named on Schedule I, or any person named on Schedule II, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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 violation with respect to such laws.
(f)    Preussag Finanz is a limited liability company organized and existing under the laws of the Federal Republic of Germany. Set forth in Schedule I is the citizenship of each individual listed therein. TUI AG is a stock corporation organized and existing under the laws of the Federal Republic of Germany. Set forth in Schedule II is the citizenship of each individual listed therein.

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

The Reporting Persons acquired an aggregate of 1,707,100 shares of Common Stock (as reported in Item 5 below) pursuant to the Purchase Agreement (the “Purchase Agreement”), dated as of December 22, 2005, by and between Preussag Finanz and TQ3 Travel Solutions Management Holding GmbH, a limited liability company organized and existing under the laws of the Federal Republic of Germany (“TQ3”) at a total price of approximately $17,975,763 (including commissions). The source of funds for the purchases was funds available as cash on hand, including funds borrowed from TUI AG.

Item 4. Purpose of Transaction.

The shares of Common Stock were acquired by the Reporting Persons for investment purposes. Depending upon the Reporting Persons’ evaluation of market conditions, market price, alternative investment opportunities, liquidity needs and other factors, the Reporting Persons reserve the right from time to time either to acquire additional shares of Common Stock or to dispose of all or a portion of the shares of Common Stock through one or more transactions pursuant to public or private offerings or otherwise.

 

Page 4 of 11 pages


Except as set forth above, as of the date hereof, the Reporting Persons have not formulated any plans or proposals that relate to or otherwise result in any matter required to be disclosed in response to paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review on a continuing basis their investment in the Issuer and the Issuer’s business affairs, financial position and prospects. Based on such evaluation and review, as well as the respective objectives of the Reporting Persons and the Issuer, other business opportunities available to the Reporting Persons, general economic and industry conditions, and other factors that the Reporting Persons may deem relevant, the Reporting Persons reserve the right to consider from time to time various courses of action of the types described in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

 

(a) As of the date hereof, the Reporting Persons, collectively, are the beneficial owners of an aggregate of 1,367,379 shares of Common Stock, or approximately 8.81% of the 15,515,000 shares of Common Stock issued and outstanding as of May 10, 2006 (the “Outstanding Shares”), according to information contained in the Issuer’s Annual Report on Form 10-Q for the quarter ended March 26, 2006 and the Issuer’s Preliminary Proxy Statement filed with the Commission on May 17, 2006. To the knowledge of the Reporting Persons, none of the persons listed on Schedule I and Schedule II beneficially owns any shares of Common Stock.

 

(b) The Reporting Persons have the shared power to vote and to dispose of the shares of Common Stock beneficially held by them described in (a) above.

 

(c) 1,707,100 shares of Common Stock were purchased on December 22, 2005 at a price of $10.53 per share (excluding commissions) pursuant to the Purchase Agreement.

On May 2, 2006, Preussag Finanz sold 35,000 shares of Common Stock in the open market at a price of $16.25 per share.

On May 15, 2006, Preussag Finanz sold 25,000 shares of Common Stock in the open market at a price of $16.25 per share.

On May 16, 2006, Preussag Finanz sold 10,000 shares of Common Stock in the open market at a price of $16.25 per share.

On May 17, 2006, Preussag Finanz sold 18,000 shares of Common Stock in the open market at a price of $16.25 per share.

On May 18, 2006, Preussag Finanz sold 7,500 shares of Common Stock in the open market at a price of $16.25 per share.

On May 22, 2006, Preussag Finanz sold 6,800 shares of Common Stock in the open market at a price of $16.25 per share.

On May 26, 2006, Preussag Finanz sold 2,500 shares of Common Stock in the open market at a price of $16.25 per share.

On May 30, 2006, Preussag Finanz sold 3,500 shares of Common Stock in the open market at a price of $16.25 per share.

On May 31, 2006, Preussag Finanz sold 106,421 shares of Common Stock in the open market at a price of $16.2162 per share.

On June 1, 2006, Preussag Finanz sold 125,000 shares of Common Stock in the open market at a price of $16.20 per share.

Except as described herein, neither the Reporting Persons nor, to their knowledge, any person named on Schedule I, or any person named on Schedule II, has effected any transaction in the Common Stock during the past 60 days.

 

(d) No other person or entity 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 beneficially owned by the Reporting Persons.

 

(e) Not applicable.

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

Purchase Agreement, dated as of December 22, 2005, by and between Preussag Finanz and TQ3.

 

Page 5 of 11 pages


Item 7. Material to be Filed As Exhibits.

Purchase Agreement, dated as of December 22, 2005, by and between Preussag Finanz and TQ3.

 

Page 6 of 11 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: June 6, 2006

 

PREUSSAG FINANZ- UND BETEILIGUNGS GMBH
By:  

/s/ Kulow

Name:   Kulow
Title:   Managing Director
By:  

/s/ Gohmann

Name:   Gohmann
Title:   General Counsel
TUI AG
By:  

/s/ Kulow

Name:   Kulow
Title:   Managing Director
By:  

/s/ Gohmann

Name:   Gohmann
Title:   General Counsel

 

Page 7 of 11 pages


SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF

PREUSSAG FINANZ- UND BETEILIGUNGS-GMBH

The following table sets forth the name, business address, present principal occupation or employment and citizenship of each director and executive officer of Preussag Finanz- und Beteiligungs-GmbH.

 

Name

 

Business Address

 

Principal Occupation or

Employment

 

Citizenship

Dieter

Brettschneider

 

Karl-Wiechert-Allee 4

30625 Hannover

 

Managing Director

of Preussag Finanz-

und

Beteiligungs-GmbH

 

Federal Republic of

Germany

Dieter Kulow

 

Karl-Wiechert-Allee 4

30625 Hannover

 

Managing Director

of Preussag Finanz-

und

Beteiligungs-GmbH

 

Federal Republic of

Germany

 

Page 8 of 11 pages


SCHEDULE II

DIRECTORS AND EXECUTIVE OFFICERS OF TUI AG

The following table sets forth the name, business address, present principal occupation or employment and citizenship of each director and executive officer of TUI AG.

A. Members of the Supervisory Board:

 

Name

 

Business Address

 

Principal Occupation or

Employment

 

Citizenship

Dr. Juergen Krumnow

 

Taunusanlage 12

60325 Frankfurt/Main

Federal Republic of

Germany

 

Chairman of the Supervisory Board of TUI AG

 

Federal Republic of

Germany

Jan Kahmann

 

Paula-Thiede-Ufer 10

10179 Berlin Federal

Republic of

Germany

 

Deputy Chairman of the Supervisory Board of TUI AG;

Member of the Federal Executive Board of the United Services Trade Union

 

Federal Republic of Germany

Jella Benner-Heinacher

 

Hamborner Strasse 53

40472 Duesseldorf

Federal Republic of

Germany

 

Solicitor; Managing

Director

of Deutsche

Schutzvereinigung

fuer Wertpapierbesitz e.V.

 

Federal Republic of

Germany

Uwe Klein

 

Ballindamm 25

20095 Hamburg

Federal Republic of

Germany

 

Chairman of Group Works Counsel of TUI AG

 

Federal Republic of

Germany

Christian Kuhn

 

Karl-Wiechert-Allee 23

30625 Hannover

Federal Republic of

Germany

 

Chairman of Corporate

Works

Counsel of TUI Deutschland GmbH; Travel Agent

 

Federal Republic of

Germany

Dr. Dietmar Kuhnt

 

Opernplatz 1

45128 Essen

Federal Republic of

Germany

 

Member of Supervisory

Board of

RWE AG

 

Federal Republic of

Germany

Roberto Lopez Abad

 

Avda. de Oscar Espia 37 03007 Alicante

Kingdom of Spain

 

Managing Director of Caja

de

Ahorros del Mediterraneo

 

Kingdom of Spain

Abel Matutes Juan

 

Avda. Bartolome Rosello

18

07800 Ibiza (Baleares) Kingdom of Spain

 

Managing Director of Grupo

Empresas Matutes

 

Kingdom of Spain

 

Page 9 of 11 paegs


Name

 

Business Address

 

Principal Occupation or

Employment

 

Citizenship

Petra Oechtering

 

Frankfurter Strasse 44

51065 Koeln

Federal Republic of

Germany

 

Chairman of Corporate

Works

Counsel of TUI Leisure

Travel

GmbH; Travel Agent

 

Federal Republic of

Germany

Carmen Riu Guell

 

Riu Centre

C/ Laud s/n

07610 Playa de Palma (Mallorca)

Kingdom of Spain

 

Chairwoman of the Board of

RIU Hotels S.A.

 

Kingdom of Spain

Dr. Manfred Schneider

 

51368 Leverkusen

Federal Republic of

Germany

 

Chairman of the Supervisory

Board of Bayer AG

 

Federal Republic of

Germany

Ilona Schulz-Mueller

 

Paula-Thiede-Ufer 10

10179 Berlin

Federal Republic of Germany

 

Representative for Equality

in the Federal Executive

Board of the United Services

Trade Union

 

Federal Republic of Germany

Olaf Seifert

 

Karl-Wiechert-Allee 4

30625 Hannover

Federal Republic of Germany

 

Head of the Group Controlling

Department of TUI AG

 

Federal Republic of

Germany

Dr. Franz Vranitzky

 

Sieveringerstrasse 91

1190 Vienna

Republic of Austria

 

Chancellor (retrd.) of the

Republic of Austria

 

Republic of Austria

Jean-Claude Baumgarten

 

1-2 Queen Victoria Terrace

Sovereign Court

London E1W 3 HA

United Kingdom

 

President of

World travel & Tourism

Council

 

United Kingdom

Andreas Barczewski

 

Flughafenstrasse 10

30855 Langenhangen

 

Pilot,

Hapag-Lloyd Flug GmbH

 

Federal Republic of

Germany

Sepp D. Heckmann

 

Messegelande

30521 Hannover

 

Chairman of the

Executive Board of

Deutsche Messe AG

 

Federal Republic of

Germany

Alfred Linzmeier

 

Industriestr. 1

84048 Mainburg

 

Chairman of Works Counsel

of Wolf GmbH

 

Federal Republic of

Germany

Roland Schneider

 

Karl-Wiechert-Allee 4

30625 Hannover

Federal Republic of

Germany

 

Chairman of Works

Counsel of TUI AG

 

Federal Republic of

Germany

Henry Sieb

 

Paula-Thiede-Ufer 10

Ressort 19, Fachbereich 13

10179 Berlin

 

Secretary of labor union

ver.di Bundesverwaltung

 

Federal Republic of

Germany

B. Members of the Executive Board:

 

Name

 

Business Address

 

Principal Occupation or

Employment

 

Citizenship

Dr. Michael Frenzel

 

Karl-Wiechert-Allee 4

30625 Hannover

Federal Republic of

Germany

 

Chairman of the Executive Board of

TUI AG

 

Federal Republic of

Germany

 

Page 10 of 11 pages


Rainer Feuerhake

 

Karl-Wiechert-Allee 4

30625 Hannover

Federal Republic of

Germany

 

Member of the Executive Board,

Finance

 

Federal Republic of

Germany

Dr. Peter Engelen

 

Karl-Wiechert-Allee 4

30625 Hannover

Federal Republic of

Germany

 

Member of the Executive Board,

Human Resources and Legal

Affairs

 

Federal Republic of

Germany

Sebastian Ebel

 

Karl-Wiechert-Allee 4

30625 Hannover

Federal Republic of

Germany

 

Member of the Executive Board,

Platforms

 

Federal Republic of

Germany

Michael Behrendt

 

Karl-Wiechert-Allee 4

30625 Hannover

Federal Republic of

Germany

 

Member of the Executive

Board, Shipping

 

Federal Republic of

Germany

Peter Rothwell

 

Karl-Wiechert-Allee 4

30625 Hannover

Federal Republic of

Germany

 

Member of the Executive

Board, Tourism

 

Federal Republic of

Germany

 

Page 11 of 11 pages

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