<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. 3)
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.
*(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 16, 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
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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.
*(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.
333 South Seventh Street
Suite 3100
Minneapolis, Minnesota 55402
July 15, 1999
Dear Fellow TSI Stockholder:
In speaking to TSI stockholders over the last several days, we have heard
questions about our tender offer that need to be clarified. Summarized below are
important questions and answers. If you have questions and wish to speak to us,
please call JJF Group at (612) 373-6700 or Beacon Hill Partners at (800)
475-9320.
Q: HOW "REAL" IS THE OFFER?
A: The tender offer is very real, even though it has conditions to it
closing. They include a financing condition and adoption by shareholders of the
proposals described in the tender offer documents and outlined below. Though we
don't have committed financing, we believe it will be available, comprised of
our own equity and loans as referred to in the tender offer materials. My track
record of successfully obtaining financing to purchase 19 companies over the
last 13 years makes us believe that this deal will be financed as well.
Q. EXPLAIN IN PLAIN ENGLISH THE CONDITIONS OF THE TENDER OFFER--WHAT DO I
HAVE TO DO, AND WHAT HAS TO HAPPEN FOR ME TO GET MY MONEY?
A. In addition to the financing condition described above, the tender offer
is conditioned upon the TSI shareholders electing the 3-person JJF Group slate
to TSI's 8-person Board. This is Proposal 1 of the Proxy Statement of JJF Group,
Inc. If they are elected, we would not have "control" of the Board. We would
have three directors on an eight person Board, who would have a fiduciary duty
to maximize shareholder value.
The tender offer is also contingent on several proxy proposals (Proposals
3-8) being adopted by TSI shareholders:
- Proposal 3 would be to opt-out of the Minnesota Control Share Acquisition
Act (as is permitted by that Act) to allow any potential acquirer the same
voting rights for TSI shares as any other shareholder.
- Proposal 4 prohibits the Board from adopting various defensive actions to
prevent the company from having a change in control.
- Proposal 5 requires the next annual meeting to be on or before July 20,
2000.
- Proposal 6 is to repeal any bylaw changes adopted by the Board between May
29, 1999 and the 1999 annual meeting.
- Proposal 7 prevents the Board from amending any bylaw adopted by the
shareholders.
- Proposal 8 prohibits the adoption of a poison pill or the issuance of
securities to effect the same result.
These proposals are described on pages 7-12 of our Proxy Statement.
The tender offer is also contingent on a committee of Board members who are
not employed by TSI giving approval under the Minnesota Business Combination
Act, which is necessary in most cases for an acquirer to obtain more than 10% of
TSI's stock. We will not control that committee, even if our slate of directors
is elected. This means that it is possible that each of the proposals above
could be passed by a majority of voting shareholders, financing could be
obtained, and the committee of the Board could still block the closing of the
tender offer under the Act. We are hopeful, however, that the Board committee
would not thwart the desires of shareholders.
<PAGE>
Because of the above conditions, it is possible that even if you tender your
shares, and even if the JJF slate and proposals are adopted at the annual
meeting, we will not be able to close the tender offer and purchase your shares.
If that should happen-and we will make every effort to avoid such a result--your
shares would be promptly returned to you, as is required by law.
Q. IF I VOTE THE GREEN PROXY CARD FOR JJF, WILL I AUTOMATICALLY GET THE $14
PER SHARE TENDER OFFER PRICE?
A. No. As discussed above, adoption of the JJF proposals at the Annual
Meeting is a condition to the tender offer closing, but even if the proposals
are adopted it does not guarantee that the tender offer will close. Shareholders
voting the GREEN proxy card and adopting the JJF proposals will make it more
likely that the tender offer will close. In addition, the other conditions
referred to above, including financing and approval by the Board committee, must
be satisfied.
Q. HAVE YOU EVER RUN A COMPANY LIKE THIS--ARE YOU EQUIPPED TO MANAGE A
BUSINESS LIKE TSI?
A. Since 1986, companies I own 100% have purchased 19 companies and started
up 10 companies, mostly in the upper Midwest. Though we own entities in
Australia and Canada, we are a regionally focused firm. We believe our track
record in these companies would qualify us to augment the capable TSI management
team and manage the company.
Q. CAN YOU ASSURE US THAT YOU WILL KEEP THE COMPANY IN MINNESOTA?
A. We fully intend to keep the company in Minnesota, anchor it with existing
senior management, and expand the operations. We intend to maintain many of the
features of how the company is run already. Though we have been frustrated in
our attempts to sit down with management, we have seen many opportunities for
new products, new markets, and new directors for the company. And we are willing
to risk 100% ownership and make that significant investment.
Q. IF I HAVE ALREADY VOTED, CAN I CHANGE MY PROXY VOTE, AND HOW DO I DO THAT?
A. A shareholder may revoke his or her proxy prior to the Annual Meeting by
attending and voting in person, by delivering a written notice of revocation, or
by completing a new later-dated proxy card. These must be received no later than
the close of the polls at the Annual Meeting, which is scheduled to commence at
9:30A.M. on July 22, 1999. Any such written revocation or new proxy card can be
delivered by mail to JJF or the Company or by facsimile to JJF's proxy solicitor
(212-843-4384) or to the Company's proxy solicitor at (201) 804-8693. A proxy
card is enclosed for your convenience.
Sincerely,
JJF GROUP, INC.
[LOGO]
John J. Fauth, President & CEO
<PAGE>
[RJ STEICHEN & CO. LETTERHEAD]
July 16, 1999
Dear
Please accept my invitation to attend an informal presentation hosted by Mr.
John (Hap) Fauth, regarding JJF Acquisition, Inc.'s Proxy Statement and Offer
to Purchase TSI Incorporated. The agenda includes introductions of the JJF
director nominees and an opportunity for questions and comments.
DATES: MONDAY, JULY 19TH or TUESDAY, JULY 20TH
TIME: 4:30 PM TO 7:00 PM
PLACE: JJF/Churchill Industries Corporate Offices
333 South Seventh Street
Suite 3100 Metropolitan Centre
Downtown Minneapolis
AGENDA: Reception/Introductions/Discussion.....4:30 PM to 7:00 PM
Presentation/Questions/Comments........5:30 PM to 6:00 PM
QUESTIONS: Mike Wang..................................(612) 341-6276
WE WILL PRESENT A SUMMARY OF THE EVENTS MOTIVATING US TO FILE THE PROXY
STATEMENT AND TENDER OFFER AND DISCUSS OUR SINGLE MOST IMPORTANT GOAL -
ENHANCING SHAREHOLDER VALUE.
Please join us at your convenience anytime Monday or Tuesday evening. We will
answer each and every shareholder question.
If I can be of any assistance, please do not hesitate to call me at
(612) 341-6210.
Sincerely,
Timothy F. Floeder
Managing Director
