<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. 5)
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.
(a)(17) Advertisement dated July 21, 1999.
(a)(18) Press Release dated July 21, 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 21, 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.
(a)(17) Advertisement dated July 21, 1999.
(a)(18) Press Release dated July 21, 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
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VOTE FOR THE JJF SLATE
AND PROXY PROPOSALS!
DON'T TURN DOWN GOOD ADVICE --
RETURN YOUR VOTE TODAY!
-----------------------------------------
A leading, independent corporate governance advisor to institutional money
managers, INSTITUTIONAL SHAREHOLDER SERVICES (ISS), has recommended that TSI
shareholders VOTE FOR the JJF Group slate of three directors and six proxy
proposals outlined in JJF Group's proxy. The proxy proposals all involve changes
to TSI's by-laws and articles of incorporation designed to prevent management
from blocking the sale of TSI. The JJF Group proxy was sent to shareholders
beginning July 2, 1999, in advance of TSI's annual meeting of shareholders
scheduled for July 22, 1999.
HERE'S WHY YOU SHOULD SUPPORT
JJF GROUP'S PROXY PROPOSALS:
In its report,
INSTITUTIONAL SHAREHOLDER SERVICES
said...
"...FROM A FINANCIAL POINT OF VIEW, (JJF GROUP'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. ... A PROVISION IN THIS PROPOSAL 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 THAT OFFER ..."
"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."
A VOTE FOR THE JJF GROUP PROPOSALS
IS A VOTE TO MAXIMIZE SHAREHOLDER
VALUE THROUGH SHAREHOLDER-
FOCUSED LEADERSHIP!
Your Vote TODAY is Important!
- Sign, Mark and Date your GREEN proxy card and CALL:
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
- If your shares are held for you by a bank or brokerage firm, please
instruct your brokerage representative to contact Beacon Hill Partners,
Inc., to vote FOR the JJF Group slate of director nominees and proxy
proposals.
- If you have already voted in favor of TSI, you are legally entitled to
change your mind and vote FOR our nominees and proposals on the
GREEN proxy card. Only your card with the latest date will count. If
you have questions about how to do this, please call Beacon Hill
Partners, Inc., at one of the telephone numbers above.
If you have any questions or need help in voting your shares or changing your
vote, please contact Beacon Hill Partners, Inc., at one of the telephone numbers
above.
CAST YOUR VOTE FOR THE JJF GROUP
PROXY PROPOSALS TODAY!
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.
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<PAGE>
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
JJF APPLAUDS TSI MOVE TO "AGGRESSIVELY PURSUE" HIGHER OFFERS
MINNEAPOLIS, July 21, 1999 --JJF Acquisition, Inc.(JJF), a firm headed
by John J. Fauth, announced today that it was extremely pleased with the TSI
(NASDAQ:TSII) board of directors' announcement on July 16 that the board will be
"aggressively pursuing offers of higher value" and that Fauth "will be invited
to join in the process."
"We view TSI's announcement as a positive step in our effort to
maximize shareholder value. Relying on that announcement, JJF will be supportive
of the company's stated plan to pursue offers of higher value," said Fauth.
"I have consistently stated that I preferred to acquire TSI in a
friendly transaction. I undertook the tender offer because I could not get TSI
to negotiate with me," Fauth said. " Now that the board has decided to seek
higher bids for the company, I am happy to participate in that process, and I am
anxious to have that process not cause any further disruptions to the company
than are necessary. I recognize that in relying on the board's announcement that
it will take bids, many shareholders would rather wait and not vote for one of
the bidders at this time.
"This does not in any way mean that JJF is discontinuing its efforts to
acquire TSI. There has been a significant change in TSI's shareholder base since
May 27, the record date for the annual meeting. I think TSI's board recognizes
that all TSI shareholders, and the new shareholders in particular, are counting
on the board to go forward with a sale and accomplish the board's stated goal of
maximizing shareholder value.
"As TSI's largest individual shareholder with an investment of more
than $10 million, I will be intensely interested in the process and fully intend
to be a bidder. I am reserving all my rights as a shareholder, including the
right to pursue a special meeting of shareholders that might become necessary to
keep the focus on a sale of the company. Management assures us we will be
participating in a fair process," Fauth said.
###
