<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
TSI INCORPORATED
(Name of Subject Company [Issuer])
JOHN J. FAUTH, JJF GROUP, INC. AND JJF ACQUISITION, INC.
(Bidder)
COMMON STOCK $.10 PAR VALUE
(Title of Class of Securities)
872876107
(CUSIP Number of Class of Securities)
--------------------------
JOHN J. FAUTH
3100 METROPOLITAN CENTRE
333 SOUTH 7TH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 673-6700
(Name, Address and Telephone numbers of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
RICHARD D. MCNEIL, ESQ.
RICHARD A. PRIMUTH, ESQ.
LINDQUIST & VENNUM P.L.L.P.
4200 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 371-3211
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION AMOUNT OF FILING FEE(2)
<S> <C>
$154,476,140(1) $30,895.23
</TABLE>
(1) Estimated for purposes of calculating the filing fee only. The calculation
is based on the purchase of an aggregate of 11,034,000 shares of TSI
Incorporated, which (i) includes 11,232,816 shares of currently outstanding
shares of TSI common stock as of June 16, 1999 as disclosed in TSI's Form
10-K for the fiscal year ended March 31, 1999; (ii) includes 810,194 shares
of TSI's common stock subject to outstanding options as of March 31, 1999 as
disclosed in TSI's Form 10-K; and (iii) excludes 1,009,000 shares of common
stock owned by the bidder.
(2) Calculated based upon 1/50 of 1% of the transaction valuation.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: $30,895.23 Filing Party: Same as above
Form or Registration No.: Schedule 14D-1 Date Filed: July 12, 1999
</TABLE>
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(CONTINUED ON FOLLOWING PAGE(S))
(Page 1 of 7 Pages)
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SCHEDULE 14D-1
(CUSIP NO. OF CLASS OF SECURITIES) 872876107 Page 2 of 7 Pages
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(1) Names of reporting person John J. Fauth
I.R.S. Identification Nos. of above persons (entities only)
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(2) Check the appropriate box if a member of a group (see instructions).
(a) / /
(b) / /
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(3) SEC use only
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(4) Source of funds (see instructions)
PF, 00
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(5) Check if disclosure of legal proceedings is required pursuant to Items 2(e)
or 2(f).
/ /
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(6) Citizenship or place of organization
United States
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(7) Aggregate amount beneficially owned by each reporting person.
1,009,000
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(8) Check if the aggregate amount in Row (7) excludes certain shares (see
instructions).
/ /
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(9) Percent of class represented by amount in Row (7)
9.0%
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(10) Type of reporting person (see instructions)
IN
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<PAGE>
SCHEDULE 14D-1
(CUSIP NO. OF CLASS OF SECURITIES) 872876107 Page 3 of 7 Pages
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(1) Name of reporting person JJF Group, Inc.
I.R.S. Identification Nos. of above persons (entities only)
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(2) Check the appropriate box if a member of a group (see instructions).
(a) / /
(b) / /
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(3) SEC use only
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(4) Source of funds (see instructions)
OO
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(5) Check if disclosure of legal proceedings is required pursuant to Items 2(e)
or 2(f)
/ /
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(6) Citizenship or place of organization
United States
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(7) Aggregate amount beneficially owned by each reporting person
1,009,000
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(8) Check if the aggregate amount in Row (7) excludes certain shares (see
instructions).
/ /
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(9) Percent of class represented by amount in Row (7)
9.0%
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(10) Type of reporting person (see instructions)
CO
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<PAGE>
SCHEDULE 14D-1
(CUSIP NO. OF CLASS OF SECURITIES) 872876107 Page 4 of 7 Pages
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(1) Name of reporting person JJF Acquisition, Inc.
I.R.S. Identification Nos. of above persons (entities only)
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(2) Check the appropriate box if a member of a group (see instructions).
(a) / /
(b) / /
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(3) SEC use only
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(4) Source of funds (see instructions)
OO
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(5) Check if disclosure of legal proceedings is required pursuant to Items 2(e)
or 2(f)
/ /
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(6) Citizenship or place of organization
United States
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(7) Aggregate amount beneficially owned by each reporting person
1,009,000
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(8) Check if the aggregate amount in Row (7) excludes certain shares (see
instructions).
/ /
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(9) Percent of class represented by amount in Row (7)
9.0%
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(10) Type of reporting person (see instructions)
CO
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<PAGE>
The purpose of this amendment is to file additional exhibits to the
Schedule 14D-1 filed on July 12, 1999.
ITEM 11: MATERIAL TO BE FILED AS EXHIBITS.
*(a)(1) Offer to Purchase dated July 12, 1999.
*(a)(2) Form of Letter of Transmittal.
*(a)(3) Form of Notice of Guaranteed Delivery.
*(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
*(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
*(a)(6) Text of press release issued by the Purchaser dated July 9, 1999.
*(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
*(a)(8) Form of summary advertisement dated July 13, 1999.
*(a)(9) Definitive Proxy Materials filed July 2, 1999 with the Securities
and Exchange Commission by John J. Fauth and JJF Group, Inc. for the Annual
Meeting of Shareholders of TSI Incorporation (SEC File No. 000-02958),
incorporated herein by reference.
*(a)(10) Supplement of July 12, 1999 to Proxy Statement of John J. Fauth and
JJF Group, Inc.
*(a)(11) Letter to TSI shareholders dated July 13, 1999.
*(a)(12) Advertisment dated July 15, 1999.
*(a)(13) Letter to TSI shareholders dated July 15, 1999.
*(a)(14) Letter to TSI shareholders from RJ Steichen & Co. dated July 16,
1999.
(a)(15) Press Release dated July 19, 1999.
(a)(16) Advertisement dated July 19, 1999.
*(b)(1) Highly Confident Letter from BNY Capital Markets, Inc. dated July
9, 1999.
*(b)(2) Form of Margin Loan Agreement (incorporated herein by reference
from the Statement of Schedule 13(D), filed with the Securities and Exchange
Commission on June 2, 1999 by John J. Fauth.
(c) None.
(d) None.
(e) Not applicable.
(f) None.
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* Previously filed.
Page 5 of 7
<PAGE>
SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
<TABLE>
<S> <C> <C>
Dated: July 20, 1999 JJF ACQUISITION, INC.
By: /s/ JOHN J. FAUTH
--------------------------------------
Name: John J. Fauth,
Title: President
JJF GROUP, INC.
By: /s/ JOHN J. FAUTH
--------------------------------------
Name: John J. Fauth,
Title: President
/s/ JOHN J. FAUTH
--------------------------------------
John J. Fauth
</TABLE>
Page 6 of 7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NAME
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<S> <C>
*(a)(1) Offer to Purchase dated July 12, 1999.
*(a)(2) Form of Letter of Transmittal.
*(a)(3) Form of Notice of Guaranteed Delivery.
*(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
*(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
*(a)(6) Text of press release issued by the Purchaser dated July 9, 1999.
*(a)(7) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
*(a)(8) Form of summary advertisement dated July 13, 1999.
*(a)(9) Definitive Proxy Materials filed July 2, 1999 with the Securities and Exchange Commission by John J.
Fauth and JJF Group, Inc. for the Annual Meeting of Shareholders of TSI Incorporation (SEC File No.
000-02958), incorporated herein by reference.
*(a)(10) Supplement of July 12, 1999 to Proxy Statement of John J. Fauth and JJF Group, Inc.
*(a)(11) Letter to TSI shareholders dated July 13, 1999.
*(a)(12) Advertisment dated July 15, 1999.
*(a)(13) Letter to TSI shareholders dated July 15, 1999.
*(a)(14) Letter to TSI shareholders from RJ Steichen & Co. dated July 16, 1999.
(a)(15) Press Release dated July 19, 1999.
(a)(16) Advertisement dated July 19, 1999.
*(b)(1) Highly Confident Letter from BNY Capital Markets, Inc. dated July 9, 1999.
*(b)(2) Form of Margin Loan Agreement (incorporated herein by reference from the Statement of Schedule 13(D),
filed with the Securities and Exchange Commission on June 2, 1999 by John J. Fauth.
(c) None.
(d) None.
(e) Not applicable.
(f) None.
</TABLE>
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* Previously filed.
Page 7 of 7
<PAGE>
JJF GROUP, INC.
Contacts:
John Kopchik Ann Barkelew
JJF Acquisition, Inc. Fleishman-Hillard
(612) 673-6700 (612) 337-0354
Richard Grubaugh
Beacon Hill Partners
(212) 843-8500
FOR IMMEDIATE RELEASE
LEADING PROXY ADVISORY FIRM RECOMMENDS TSI SHAREHOLDERS VOTE
FOR JJF ACQUISITION, INC. PROXY PROPOSALS
MINNEAPOLIS, July 19, 1999 -- JJF Acquisition, Inc., a
Minneapolis-based firm headed by John J. Fauth, and a subsidiary of JJF Group,
Inc. announced today that Institutional Shareholder Services (ISS) has
recommended that its clients who are shareholders of TSI Incorporated (NASDAQ:
TSII) support the slate of three directors and the six proxy proposals in JJF
Acquisition's dissident proxy. The six proposals involve changes to TSI's
by-laws and articles of incorporation to prevent management from blocking the
sale of TSI.
TSI's annual meeting of shareholders is scheduled for Thursday, July
22, 1999.
The ISS report stated:
"...From a financial point of view, Mr. Fauth's offer is a great deal
for shareholders. At $14.00 per share, the offer represents a 43.4-percent
premium to TSI's average market price for the fiscal year ending March 31, 1999.
...
"...Furthermore, ISS does not believe that the by-law amendment
proposals would hinder any higher bid offers. ..."
"...The proposal requiring the company to opt out of the Minnesota
Control Share provision should be supported because the statute may prevent or
deter tender offers for the company that could be in shareholders' best
interests. ..."
"ISS is not convinced that the presence of dissident nominees would
have a detrimental effect on any alternative offers that may emerge for the
company."
In its detailed analysis, ISS noted that JJF Acquisition's proposal
designed to prohibit the adoption of defensive actions should be supported
because "...the proposal does not limit the board's ability to seek offers from
other acquirers. There is a provision in this proposal that specifically
provides that if a majority of the board determines that an offer to acquire the
company would maximize shareholder value, the board can take action to
facilitate the offer.
The report also noted that, even if elected, the JJF Acquisition slate
would not have control over the eight-member board's deliberations.
"I am delighted that an independent, third-party evaluation supports
our board slate and proxy proposals," said Fauth. "Our offer is real and we are
very confident in our financing and our ability to close this tender. The offer
means what it says and we intend to ensure that shareholders get full value for
their investment."
MORE
<PAGE>
Page 2
In June, TSI's board rejected Fauth's offer to purchase TSI shares at
$12.50 per share -- a 56-percent premium over the 18-month average per-share
price prior to the offer date. On July 2, 1999, the JJF Group mailed proxy
materials to TSI shareholders nominating its own slate of three candidates to
stand for election at the TSI annual meeting on July 22, 1999. The JJF Group
proxy also proposed six measures designed to prevent TSI's board from blocking
the sale of the company. On July 9, 1999, JJF Acquisition announced its
intention to make an unsolicited tender offer for all TSI shares at a net
per-share price of $14.00. On July 16, 1999, the TSI board announced that it
rejected the JJF Acquisition tender offer and was working with its investment
banker to pursue as-yet unspecified shareholder value enhancements.
TSI is a diversified, worldwide leader in providing measuring
instruments for two major market areas: the safety, comfort and health of
people; and productivity and quality improvement. Its common stock is traded on
the Nasdaq National Market under the symbol TSII.
# # #
<PAGE>
WHEN WAS THE
LAST TIME YOUR
TSI SHARES WERE
WORTH $14.00
EACH?
THE TIME IS NOW!
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JJF Acquisition, Inc., is offering to purchase your TSI shares for $14.00 net
cash per share. . . That's the highest they've EVER been on a post-split
basis!
[CHART]
ACT NOW! DON'T LOSE OUT!
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TSI's board of directors can prevent JJF Acquisition from buying your
shares. . . UNLESS shareholders support our proposed slate of three director
nominees and our bylaw and article amendment proposals.
YOUR VOTE TODAY IS IMPORTANT!
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TSI's Annual Meeting of Shareholders is scheduled for July 22 -- a few days
away!
TO TAKE ADVANTAGE OF THIS OFFER, JUST FOLLOW THESE STEPS.
Sign, Mark, Date and Mail your GREEN proxy card in the postage-paid
envelope mailed to you. Do NOT return the white proxy card.
If your shares are held for you by a bank or brokerage firm, please
instruct your brokerage representative to vote FOR our nominees on the GREEN
proxy card.
If you have already voted in favor of TSI, you are legally entitled to
change your mind and vote FOR our nominees on the GREEN proxy card. Only
your card with the latest date will count.
If you have any questions or need help in voting your shares or changing
your vote, please contact:
Beacon Hill Partners, Inc.
90 Broad Street
20th Floor
New York, New York 10004
CALL COLLECT: (212) 843-8500
CALL TOLL-FREE: (800) 475-9320
YOUR VOTE IS IMPORTANT! RETURN
YOUR GREEN PROXY CARD!
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THE TENDER OFFER IS BEING MADE BY JJF ACQUISITION, INC. FOR ALL OUTSTANDING
SHARES OF TSI INCORPORATED COMMON STOCK. THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, AUGUST 11,
1999, UNLESS THE OFFER IS EXTENDED TO A LATER DATE AND TIME. SHARES THAT ARE
TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION DATE.
