-----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, JutRWRVzLfJqZQkMz4vH5ScfunkhHVpSKbacXgS/bQV7DgDQfdiw0qo+XuhBa9Dk QyqRhNnI3T/LNwNaHSh4qA== 0001326932-05-000034.txt : 20050712 0001326932-05-000034.hdr.sgml : 20050712 20050705114044 ACCESSION NUMBER: 0001326932-05-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050705 DATE AS OF CHANGE: 20050705 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: 05935315 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 f00997sc13dza.htm SCHEDULE 13D/A 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. 1)*

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)

June 30, 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 Page 2 of 4

  1. Name of Reporting Person:
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

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
1,707,100

8. Shared Voting Power:
0

9. Sole Dispositive Power:
1,707,100

10.Shared Dispositive Power:
0

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,707,100

  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):
11.0%

  14.Type of Reporting Person (See Instructions):
OO


 

             
CUSIP No. 63935R108 Page 3 of 4

Item 1. Security and Issuer.

     This Amendment No. 1 (the “Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on April 11, 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. 1 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. 1 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:

     The Reporting Person has acquired 308,100 shares of Common Stock (as reported in Item 5) in the open market at a total cost of approximately $4,396,587.00 (including commissions). The source of funds for the purchase was funds available as cash on hand, including funds borrowed from TUI AG.

     As of the date hereof, the Reporting Person is the beneficial owner of the aggregate amount of 1,707,100 shares of Common Stock (as reported in Item 5).

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 the beneficial owner of 1,707,100 shares of Common Stock, or approximately 11.0% of the 15,508,000 shares of Common Stock issued and outstanding as of June 17, 2005 (the “Outstanding Shares”), according to information contained in the Issuer’s filings with the Securities and Exchange Commission, including the Application for Qualification of Indenture under the Trust Indenture Act of 1939 on Form T-3 dated as of June 23, 2005.
 
(b)   The Reporting Person has the sole power to vote and to dispose of the shares of Common Stock beneficially held by it described in (a) above.
 
(c)   The Reporting Person purchased 308,100 shares of Common Stock on June 30, 2005 at a price per share of $14.22, excluding commissions. The purchase was effected by the Reporting Person on the NASDAQ National Market. 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)   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 Person.
 
(e)   Not applicable.

 


 

             
CUSIP No. 63935R108 Page 4 of 4

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: July 5, 2005
         
  TQ3 Travel Solutions Management Holding GmbH
 
 
 
 
  By:   /s/ Marc Hildebrand    
    Name:   Marc Hildebrand   
    Title:   Managing Director, Chief Executive Officer   
 
     
  By:   /s/ Jens Peters    
    Name:   Jens Peters   
    Title:   General Counsel   
 

 

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