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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
TSI Incorporated
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(Name of Registrant as Specified In Its Charter)
JJF Group, Inc.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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VOTE FOR THE JJF SLATE
AND PROXY PROPOSALS!
DON'T TURN DOWN GOOD ADVICE --
RETURN YOUR VOTE TODAY!
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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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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.
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