<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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. 1)
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.
(*) This statement is also being filed to satisfy the reporting requirements of
Section 13(d) of the Securities and Exchange Act of 1934, as amended, and
shall constitute Amendment No. 4 to the Statement of Schedule 13(D), filed
with the Securities and Exchange Commission on June 2, 1999 by John J. Fauth
as amended.
/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>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(CONTINUED ON FOLLOWING PAGE(S))
(Page 1 of Pages)
<PAGE>
SCHEDULE 14D-1
(CUSIP NO. OF CLASS OF SECURITIES) 872876107 Page 2 of 7 Pages
- --------------------------------------------------------------------------------
(1) Names of reporting person John J. Fauth
I.R.S. Identification Nos. of above persons (entities only)
- --------------------------------------------------------------------------------
(2) Check the appropriate box if a member of a group (see instructions).
(a) / /
(b) / /
- --------------------------------------------------------------------------------
(3) SEC use only
- --------------------------------------------------------------------------------
(4) Source of funds (see instructions)
PF, 00
- --------------------------------------------------------------------------------
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(e)
or 2(f).
/ /
- --------------------------------------------------------------------------------
(6) Citizenship or place of organization
United States
- --------------------------------------------------------------------------------
(7) Aggregate amount beneficially owned by each reporting person.
1,009,000
- --------------------------------------------------------------------------------
(8) Check if the aggregate amount in Row (7) excludes certain shares (see
instructions).
/ /
- --------------------------------------------------------------------------------
(9) Percent of class represented by amount in Row (7)
9.0%
- --------------------------------------------------------------------------------
(10) Type of reporting person (see instructions)
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1
(CUSIP NO. OF CLASS OF SECURITIES) 872876107 Page 3 of 7 Pages
- --------------------------------------------------------------------------------
(1) Name of reporting person JJF Group, Inc.
I.R.S. Identification Nos. of above persons (entities only)
- --------------------------------------------------------------------------------
(2) Check the appropriate box if a member of a group (see instructions).
(a) / /
(b) / /
- --------------------------------------------------------------------------------
(3) SEC use only
- --------------------------------------------------------------------------------
(4) Source of funds (see instructions)
OO
- --------------------------------------------------------------------------------
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(e)
or 2(f)
/ /
- --------------------------------------------------------------------------------
(6) Citizenship or place of organization
United States
- --------------------------------------------------------------------------------
(7) Aggregate amount beneficially owned by each reporting person
1,009,000
- --------------------------------------------------------------------------------
(8) Check if the aggregate amount in Row (7) excludes certain shares (see
instructions).
/ /
- --------------------------------------------------------------------------------
(9) Percent of class represented by amount in Row (7)
9.0%
- --------------------------------------------------------------------------------
(10) Type of reporting person (see instructions)
CO
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14D-1
(CUSIP NO. OF CLASS OF SECURITIES) 872876107 Page 4 of 7 Pages
- --------------------------------------------------------------------------------
(1) Name of reporting person JJF Acquisition, Inc.
I.R.S. Identification Nos. of above persons (entities only)
- --------------------------------------------------------------------------------
(2) Check the appropriate box if a member of a group (see instructions).
(a) / /
(b) / /
- --------------------------------------------------------------------------------
(3) SEC use only
- --------------------------------------------------------------------------------
(4) Source of funds (see instructions)
OO
- --------------------------------------------------------------------------------
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(e)
or 2(f)
/ /
- --------------------------------------------------------------------------------
(6) Citizenship or place of organization
United States
- --------------------------------------------------------------------------------
(7) Aggregate amount beneficially owned by each reporting person
1,009,000
- --------------------------------------------------------------------------------
(8) Check if the aggregate amount in Row (7) excludes certain shares (see
instructions).
/ /
- --------------------------------------------------------------------------------
(9) Percent of class represented by amount in Row (7)
9.0%
- --------------------------------------------------------------------------------
(10) Type of reporting person (see instructions)
CO
- --------------------------------------------------------------------------------
<PAGE>
The purpose of this amendment is to file an additional exhibit 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 June 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.
*(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.
- ------------------------
* 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 13, 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
- ------------------------------------------------------------------------------------------------------------------
<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.
*(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>
- ------------------------
* Previously filed.
Page 7 of 7
<PAGE>
JJF GROUP, INC.
WHEN WAS THE LAST TIME YOUR TSI SHARES
WERE WORTH $14.00 EACH?
[CHART]
VOTE NOW!
Sign, Date and Return Your GREEN Proxy Card TODAY!
<PAGE>
JJF GROUP, INC. John J. Fauth
333 South Seventh Street Chairman and Chief Executive Officer
Suite 3100 JJF Group, Inc.
Minneapolis, Minnesota 55402 [PHOTO]
Dear Fellow TSI Shareholders:
I am writing to tell you about an outstanding opportunity regarding our
investment in TSI Incorporated. On July 9, 1999, JJF Acquisition, Inc., a
subsidiary of the firm I own, JJF Group, Inc., announced that we intend to
commence a tender offer for all TSI shares at $14.00 net per share. The
offer is subject to certain terms and conditions, all of which are detailed
in offering documents that we will mail shortly under separate cover.
Meanwhile, I wanted to share some important facts about our tender offer and
the proxy contest we have already initiated to secure representation on TSI's
board of directors.
FACT 1: OUR OFFER IS REAL!
- -----------------------------------------------------------------------------
In addition to contributing our own equity, we have arranged additional
financing for the offer from The Bank of New York. Financing details will be
included with the tender offer documents.
FACT 2: A SUCCESSFUL PROXY CONTEST BOOSTS OUR TENDER PROSPECTS!
- -----------------------------------------------------------------------------
TSI's board of directors can prevent JJF Acquisition from buying shares at
$14.00 unless shareholders support our proposed slate for three director
nominees and our bylaw and article amendment proposals. A successful proxy
contest will help eliminate some obstacles to the tender offer -- and clearly
show the board that shareholders want to take advantage of our offer.
FACT 3: ACT NOW! DON'T LOSE OUT!
- -----------------------------------------------------------------------------
TSI's "just say NO" defense may be dangerous for shareholders. Consider
these examples. After the Penzoil board said "NO" to an $84 per-share
acquisition in 1997, its stock price has tumbled to less than $35 per share.
Four years after declining a $56 per-share cash offer, Moore Corporation's
shares now trade at about $25 per share. Don't let this happen to your
investment in TSI!
VOTE NOW FOR $14.00 PER SHARE!
The TSI annual meeting is July 22 --
little more than one week away!
<PAGE>
IT'S UP TO YOU!
LET THE BOARD KNOW HOW YOU FEEL!
THE ANNUAL MEETING IS JULY 22ND!
PLEASE SIGN, DATE AND MAIL YOUR
GREEN PROXY CARD TODAY!
WHY THIS TENDER?
- -----------------------------------------------------------------------------
TSI's stock performance has lagged far behind that of the major stock indexes
over the past three years. We believe the stock has only appreciated in
recent months after we began purchasing shares. JJF Group, Inc. currently
owns approximately 9 percent of TSI's outstanding shares.
TSI's CEO, Mr. Doubles, argues that the Company is undervalued. In our
opinion, TSI's board and management have failed to articulate a growth
strategy to attract the investment community. The market's assessment of
TSI's prospects warranted a stock price of just $7.875 per share before we
began accumulating the stock. Can we be assured that TSI will not continue
to be undervalued?
"I HAVE NEVER BEFORE LAUNCHED A TENDER OFFER. MY GOAL IS
STILL TO ACHIEVE A MUTUALLY BENEFICIAL PRIVATE SALE OF THE
COMPANY. TSI'S BOARD OF DIRECTORS HAS FORCED THIS CONTEST
BY BEING COMPLACENT ABOUT TSI'S STOCK PERFORMANCE AND
BY REPEATEDLY REFUSING TO DISCUSS OPTIONS FOR
ENHANCING SHAREHOLDER VALUE."
WHAT SHAREHOLDERS GAIN BY TENDERING
- -----------------------------------------------------------------------------
As TSI's largest individual shareholder, I am intensely interested in
realizing full value for all shareholders. Supporting the JJF proxy
proposals and tender offer increase the prospects for shareholders to enjoy a
significant, immediate return.
<PAGE>
MY PLANS FOR TSI
- -----------------------------------------------------------------------------
Contrary to the assertions of TSI's board, I am not pursuing this to "make a
quick profit." Our strategic plan for TSI is designed to deliver what TSI's
current leadership has been unable to deliver: enhanced shareholder value.
In addition, I will:
- - keep the company in Minnesota,
- - enhance the company's team, anchored by existing employees,
- - provide clearer focus for product development,
- - expand marketing prowess,
- - align marketing and research and development strategies, and
- - grow the business.
These strategies are similar to those we have successfully employed at our
other companies.
ABOUT JJF GROUP, INC. AND JOHN J. FAUTH
- -----------------------------------------------------------------------------
My investment firms have acquired on a friendly basis 19 companies since
1986, including two publicly held corporations, and started another 10
companies. I have provided resources to build these organizations and have
never sold a business against the wishes of the management team.
I URGE YOU TO VOTE YOUR GREEN PROXY CARD SUPPORTING OUR
PROPOSALS AND TAKE ADVANTAGE OF OUR $14.00 NET PER-SHARE
TENDER OFFER. THIS IS OUR BEST CHANCE TO REALIZE AN IMMEDIATE,
SIGNIFICANT PREMIUM FOR OUR MUTUAL INVESTMENT IN TSI.
BEST WISHES FOR YOUR CONTINUED INVESTMENT SUCCESS!
Sincerely,
/s/ John J. Fauth
Chairman and Chief Executive Officer
JJF GROUP, INC.
<PAGE>
-----------------------------
WE ARE OFFERING
$14.00 PER SHARE!
THAT'S THE HIGHEST THEY'VE
EVER BEEN ON A
POST-SPLIT BASIS!
-----------------------------
To take advantage of this offer,
just follow these steps.
- - Please SIGN, MARK, DATE and MAIL your GREEN proxy card in the enclosed
postage-paid envelope.
- - If you wish to vote for the JJF nominees, you must return the GREEN proxy
card, NOT TSI's proxy card.
- - If you have already returned TSI's proxy card, you have every legal right
to change your mind and vote FOR our nominees on the GREEN proxy card. Only
your card with the latest date will count.
- - If your shares are held for you by a bank or brokerage firm, only your bank
or broker can vote your shares -- and only after receiving your instructions.
Please instruct your bank or broker to vote FOR our nominees and our
proposals on the GREEN proxy card.
- - Time is short! Please vote TODAY!
- - If you have any questions or need assistance in voting your shares or
changing your vote, please contact Beacon Hill Partners, Inc. at the
toll-free number listed below.
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!
THE TSI ANNUAL MEETING IS JULY 22-
LITTLE MORE THAN ONE WEEK AWAY!
<PAGE>
JJF GROUP, INC.
333 South Seventh Street
Suite 3100
Minneapolis, Minnesota 55402
(612) 673-6700
For more information about this offer, call
INFORMATION AGENT DEALER MANAGER
Beacon Hill Partners, Inc. RJ Steichen & Co.
90 Broad Street One Financial Plaza
20th Floor 120 South 6th Street, Suite 100
New York, New York 10004 Minneapolis, Minnesota 55402
CALL COLLECT: (212) 843-8500 CALL COLLECT: (612) 341-6200
CALL TOLL-FREE: (800) 475-9320 CALL TOLL-FREE: (800) 328-4836
VOTE NOW FOR $14.00 Per Share!
Sign, Date and Return Your GREEN Proxy Card TODAY!
-C- 1999 JJF Group, Inc.
