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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 /X/
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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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 -- little more
than one week 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.
