OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON SHARE PURCHASE RIGHTS)
OF
TRAVEL SERVICES INTERNATIONAL, INC.
AT
$26.00 NET PER SHARE
BY
BLUE SEA FLORIDA ACQUISITION INC.
A
WHOLLY OWNED SUBSIDIARY OF
AIRTOURS PLC
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, MARCH 27, 2000 (THE "INITIAL EXPIRATION DATE"),
UNLESS THE OFFER IS EXTENDED.
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February 29, 2000
To Our Clients:
Enclosed for your consideration are an Offer to Purchase, dated February
29, 2000 (the "Offer to Purchase"), and a related Letter of Transmittal (which,
as amended or supplemented from time to time, together constitute the "Offer")
relating to the offer by Blue Sea Florida Acquisition Inc., a Florida
corporation (the "Purchaser") and an indirect wholly owned subsidiary of
Airtours plc, a company organized under the laws of England ("Parent"), to
purchase all outstanding shares of common stock, $.01 par value per share (the
"Common Stock"), including associated common share purchase rights (the
"Shares") of Travel Services International, Inc., a Florida corporation (the
"Company"), at a price of $26.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer. The Offer is being
made in connection with the Agreement and Plan of Merger, dated as of
February 21, 2000, by and among Parent, the Purchaser and the Company (the
"Merger Agreement"). Also enclosed is the Letter to Shareholders of the Company
from Xxxxxx X. Xxxxxxxx, Chairman and Chief Executive Officer of the Company,
together with a Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Securities and Exchange Commission by the Company.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES HELD BY US FOR
YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED
TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD
BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all of the Shares held by us (or our nominee) for
your account, upon the terms and subject to the conditions set forth in the
Offer.
Your attention is invited to the following:
1. The tender price is $26.00 per Share, net to the seller in cash.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has determined that each of
the Merger Agreement, the Offer and the Merger is fair to and in the best
interests of the shareholders of the Company and recommends that the
shareholders of the Company accept the Offer and tender their Shares to the
Offeror pursuant to the Offer.
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4. The Offer and withdrawal rights will expire at 12:00 midnight, New
York City time, on Monday, March 27, 2000, unless the Offer is extended.
5. Tendering shareholders will not be obligated to pay brokerage fees
or commissions or, except as otherwise provided in the Letter of
Transmittal, stock transfer taxes with respect to the purchase of Shares by
the Purchaser pursuant to the Offer. However, U.S. federal income tax
backup withholding at a rate of 31% may be required, unless an exemption is
provided or unless the required taxpayer identification information is
provided. See Instruction 9 of the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the instruction form
contained in this letter. An envelope in which to return your instructions to us
is enclosed. If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified in your instructions. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is made solely by the Offer, and is being made to all holders of
Shares. The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of the Purchaser by Deutsche Bank Securities Inc. or
one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON SHARE PURCHASE RIGHTS)
OF
TRAVEL SERVICES INTERNATIONAL, INC.
BY
BLUE SEA FLORIDA ACQUISITION INC.
A
WHOLLY OWNED SUBSIDIARY OF
AIRTOURS PLC
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated February 29, 2000, and the related Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer") in connection with the offer by Blue Sea Florida
Acquisition Inc., a Florida corporation and an indirect wholly owned subsidiary
of Airtours plc, a company organized under the laws of England, to purchase all
outstanding shares of common stock, $.01 par value per share (the "Common
Stock"), including associated common share purchase rights (the "Shares") of
Travel Services International, Inc., a Florida corporation (the "Company").
This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
Date: , 2000 SIGN HERE
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-----------------------------------------
Signature(s) of Holder(s)
----------------------------------------
Name(s) of Holder(s)
----------------------------------------
Number of shares to be Tendered: Please Type or Print
_______________ shares of Common Stock*
----------------------------------------
Address
----------------------------------------
Zip Code
----------------------------------------
Area Code and Telephone Number
----------------------------------------
Taxpayer Identification or
Social Security Number
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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