-----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, InpfUVEh5OipeC4/kpA6FJsVqn+uUKC8WrAx5/sANEPJMQCVMrJcsqF+PGNc/6Y7 h7Xu2iQZ7fMocRuI8Bc1eQ== 0001509997-11-000001.txt : 20110114 0001509997-11-000001.hdr.sgml : 20110114 20110114143745 ACCESSION NUMBER: 0001509997-11-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110114 DATE AS OF CHANGE: 20110114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Heller Wayne CENTRAL INDEX KEY: 0001509997 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 804 GOLF PARK DR. CITY: CELEBRATION STATE: FL ZIP: 34747 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMBASSADORS INTERNATIONAL INC CENTRAL INDEX KEY: 0000946842 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 911688605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44561 FILM NUMBER: 11529989 BUSINESS ADDRESS: STREET 1: 1071 CAMELBACK STREET 2: STREET CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949.759.5900 MAIL ADDRESS: STREET 1: 1071 CAMELBACK STREET 2: STREET CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13D 1 sch13damie.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Ambassadors International, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 023178106 (CUSIP Number) Wayne Heller P.O. Box 470473 Celebration, FL 34747 407-566-0818 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 4, 2011 (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 ss.ss. 240.13d-1(e), 240.13d-1(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 Rule 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). CUSIP NO.: 023178106 1 NAMES OF REPORTING PERSONS Wayne Heller - ------------------------------------------------------------------------------ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS PF - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 231,423 REPORTING --------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 231,423 - ---------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 231,423 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ----------------------------------------------------------------------------- CUSIP NO.: 023178106 1 NAMES OF REPORTING PERSONS Judy Heller - ----------------------------------------------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - ---------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ----------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - ----------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 231,423 REPORTING --------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 231,423 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 231,423 - ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ----------------------------------------------------------------------------- Item 1. Security and Issuer. This statement on Schedule 13D relates to the shares of Common Stock, $0.01 par value per share (the "Common Stock") of Ambassadors International, Inc. (the "Company"). The principal executive offices of the Company are located at 1071 Camelback Street, Newport Beach, CA 92660. Item 2. Identity and Background. This statement on Schedule 13D is being filed by Wayne Heller and Judy Heller, husband and wife (together, the "Reporting Persons"). The Reporting Persons are natural persons whose address is P.O. Box 470473, Celebration, FL 34747. The Reporting Persons are the Principal and Vice President, respectively, of Heller, Inc. a private company. None of the Reporting Persons has, during the past five years, (i) been convicted in any 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 and as a result of such proceeding 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. The Reporting Persons are U.S. citizens. Item 3. Source and Amount of Funds or Other Consideration. The source and amount of funds used to make the purchases of the Common Stock covered by this statement was personal assets available for investment and approximately $500,000, respectively. Item 4. Purpose of Transaction. The Reporting Persons purchased the Shares based on the Reporting Persons belief that the Common Stock covered by this statement, when purchased, represented an attractive investment opportunity. The Reporting Persons have considered, depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Common Stock at prices that would make the purchase of additional shares desirable, increasing their position in the Company through, among other things, the purchase of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. Since the date of the event requiring the filing of this statement, the Reporting Persons have both increased and decreased their position in the open market transactions, and, as of the date hereof, the Reporting Persons ownership of the Common Stock is less than five percent (5%) of the outstanding Common Stock. No Reporting Person has any present plan or proposal that relates to or results in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions noted above. The Reporting Persons will review their investment in the Issuer on a continuing basis and engage in discussions with management, the Board of the Issuer and other stockholders of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuers financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4. Item 5. Interest in Securities of the Issuer. (a) Based upon the Company's Quarterly Report on Form 10-Q, there were 3,321,284 shares of Common Stock outstanding as of November 5, 2010. As of the date hereof, the Reporting Persons beneficially own 231,423 shares of the common Stock, or 7.0% of the Company's outstanding Common Stock. (b) See Items 7 through 10 of the cover page for each Reporting Person. (c) The transactions in the Company's securities by the Reporting Persons during the sixty days prior to the obligation to file this statement on Schedule 13D are listed as Exhibit A attached hereto and incorporated herein by reference. The transactions were effected through one or more brokers in the market. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships among the Reporting Persons and any other person with respect to any securities of the Company. Item 7. Material to be filed as Exhibits. Exhibit A Transactions in the Company's securities by the Reporting Persons in the sixty days prior to the obligation to file this statement on Schedule 13D Exhibit B Joint Filing Agreement, dated February 6, 2009, by and between Wayne and Judy Heller. SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Wayne Heller By: /s/ Wayne Heller ------------------------------------ Name: Wayne Heller Dated: January 14, 2011 [Signature Page to Schedule 13D - Ambassadors International, Inc.] EXHIBIT A TRANSASCTIONS IN THE COMPANY'S SECURITIES Date Bought/ Sold Number of Shares Price 11/08/2010 Bought 1,000.00 1.700 11/10/2010 Bought 823.00 1.800 11/15/2010 Sold - -1,000.00 1.908 11/15/2010 Sold - -250.00 2.000 11/15/2010 Sold - -750.00 1.974 11/15/2010 Sold - -500.00 1.970 11/16/2010 Bought 600.00 1.750 11/16/2010 Bought 300.00 1.766 11/17/2010 Bought 250.00 1.750 11/18/2010 Bought 3,000.00 1.770 11/22/2010 Bought 3,000.00 1.750 11/23/2010 Bought 500.00 1.782 11/23/2010 Bought 184.00 1.750 11/23/2010 Bought 1,000.00 1.780 11/24/2010 Bought 138.00 1.740 11/24/2010 Bought 1,000.00 1.750 11/26/2010 Bought 1,000.00 1.694 11/26/2010 Bought 1,000.00 1.694 11/26/2010 Bought 1,188.00 1.700 11/29/2010 Bought 3,000.00 1.694 11/29/2010 Bought 1,000.00 1.697 11/30/2010 Bought 3,000.00 1.842 12/02/2010 Bought 3,000.00 1.638 12/03/2010 Bought 3,000.00 1.698 12/06/2010 Bought 3,000.00 1.594 12/06/2010 Bought 3,000.00 1.600 12/06/2010 Bought 1,000.00 1.635 12/06/2010 Bought 2,000.00 1.637 12/07/2010 Bought 1,000.00 1.684 12/07/2010 Bought 3,000.00 1.694 12/08/2010 Bought 1,000.00 1.710 12/08/2010 Bought 1,000.00 1.685 12/08/2010 Bought 199.00 1.650 12/08/2010 Bought 1,000.00 1.759 12/13/2010 Bought 5,000.00 1.688 12/14/2010 Bought 5,000.00 1.844 12/14/2010 Bought 5,000.00 1.877 12/15/2010 Bought 5,000.00 2.008 12/20/2010 Bought 3,000.00 2.119 12/22/2010 Bought 1,000.00 1.849 12/23/2010 Bought 3,000.00 1.850 12/23/2010 Bought 3,000.00 1.847 12/27/2010 Bought 3,000.00 1.650 12/27/2010 Bought 585.00 1.660 12/28/2010 Bought 1,000.00 1.779 12/28/2010 Bought 1,000.00 1.772 12/29/2010 Bought 1,000.00 1.750 12/30/2010 Bought 1,000.00 1.699 12/30/2010 Bought 500.00 1.690 12/31/2010 Bought 100.00 1.640 12/31/2010 Bought 9,900.00 1.648 12/31/2010 Bought 8,300.00 1.650 12/31/2010 Bought 500.00 1.688 12/31/2010 Bought 10,000.00 1.650 01/04/2011 Bought 65,453.00 1.588 EXHIBIT B JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, $0.01 par value, of Ambassadors International, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Wayne Heller By: /s/ Wayne Heller ------------------------------------ Name: Wayne Heller Judy Heller By: /s/ Judy Heller ------------------------------------ Name: Judy Heller Dated: January 14, 2011 -----END PRIVACY-ENHANCED MESSAGE-----