-----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, TKNhr+3bjGFIn9frBqSZr6bshBXMdCaDaPhLlrLdXL2TAa5Vd3ZkC/i5ZjVG4WYQ FzLo1zG58rl3n0PdtPdWFA== 0000895345-98-000077.txt : 19980218 0000895345-98-000077.hdr.sgml : 19980218 ACCESSION NUMBER: 0000895345-98-000077 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980217 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TSI INTERNATIONAL SOFTWARE LTD CENTRAL INDEX KEY: 0001039276 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 061192156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51317 FILM NUMBER: 98542612 BUSINESS ADDRESS: STREET 1: 45 DANBURY RD CITY: WILTON STATE: CT ZIP: 06807 BUSINESS PHONE: 2037618600 MAIL ADDRESS: STREET 1: 45 DANBURY CITY: WILTON STATE: CT ZIP: 06807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHILTON RICHARD L JR CENTRAL INDEX KEY: 0000940313 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: CHILTON INVESTMENT PARTNERS LP STREET 2: 399 PARK AVE 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513596 MAIL ADDRESS: STREET 1: CHILTON INVESTMENT PARTNERS LP STREET 2: 399 PARK AVE 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* --------------- TSI INTERNATIONAL SOFTWARE LTD. - --------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - --------------------------------------------------------------------------- (Title of Class of Securities) 872879101 ----------------------------------------------------- (CUSIP Number) CHILTON INVESTMENT CO., INC., 320 PARK AVENUE, 22ND FLOOR NEW YORK, NY 10022 ATTN: RICHARD L. CHILTON, JR. (212) 751-3596 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 3, 1997 ----------------------------------------------------- (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 ------------------- 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 ------------------------------------------------- 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 ------------------------------------ (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 ------------------------------------------------------------- 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. ------------------------------ EX-99 2 Exhibit A --------- TRANSACTIONS IN SHARES OF COMMON STOCK ($0.01 PAR VALUE) OF TSI INTERNATIONAL SOFTWARE, LTD. (CUSIP # 872879101) ------------------------------------------------------- # OF SHARES TRADE DATE PRICE PURCHASED/(SOLD) --------------------------------------------------------------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----