UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 3, 2000
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TSI INCORPORATED
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(Exact name of registrant as specified in its charter)
Minnesota
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(State or other jurisdiction of incorporation)
0-2958 41-0843524
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Commission File Number I.R.S. Employer
Identification number
500 Cardigan Road, St. Paul, Minnesota 55126
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(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: (651) 483-0900
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N/A
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
MERGER COMPLETED
On May 3, 2000, TSI Incorporated (the "Company") announced that JJF
Acquisition, Inc. (the "Purchaser"), a Minnesota corporation and wholly-owned
subsidiary of JJF Group Inc., a Minnesota corporation ("Newco"), had merged with
and into the Company pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of January 10, 2000, among the Company, Purchaser, Newco
and John J. Fauth, a resident of Minnesota, with the Company as the surviving
corporation (the "Merger").
In the Merger, each shareholder of the Company, excluding the Purchaser
and Newco, will receive $15.25 per share in cash for each share of the Company
held by them. Purchaser and Newco did not receive payment for shares of the
Company held by them. The Company received a fairness opinion on the Merger from
its investment banker, William Blair & Company. Following the Merger, the
capital stock of the Company will no longer be publicly traded.
JJF Acquisition, Inc. is a Minneapolis-based company headed by John J.
Fauth.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated January 10, 2000 by and among
JJF Group, Inc., JJF Acquisition, Inc., John J. Fauth and TSI Incorporated
without exhibits and schedules (Incorporated by reference from Exhibit 2.1 in
the Company's Form 8-K filed January 10, 2000).
99.1 Press release disclosing the execution of the Agreement and Plan
of Merger (Incorporated by reference from Exhibit 99.1 in the Company's Form 8-K
filed January 10, 2000).
99.2 Joint press release of TSI Incorporated and JJF Acquisition, Inc.
dated May 3, 2000, announcing the consummation of the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
undersigned thereunto duly authorized.
TSI INCORPORATED
Dated: May 3, 2000 By /s/ James E. Doubles
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James E. Doubles
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS
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2.1 Agreement and Plan of Merger
dated January 10, 2000 by and
among JJF Group, Inc.,
JJF Acquisition, Inc., John J. Fauth
and TSI Incorporated
without exhibits and schedules (Incorporated
by reference from Exhibit 2.1 in the Company's
Form 8-K filed January 10, 2000).
99.1 Press release disclosing the execution of the
Agreement and Plan of Merger (Incorporated
by reference from Exhibit 99.1 in the
Company's Form 8-K filed January 10, 2000).
99.2 Joint press release of TSI Incorporated and
JJF Acquisition, Inc. dated May 3, 2000
announcing the consummation of the merger.
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Exhibit 99.2 Press Release
FOR IMMEDIATE RELEASE John Kopchik
JJF Acquisition, Inc.
(612) 673-6700
Robert F. Gallagher
TSI Incorporated
(651) 490-2756
Ann Barkelew
Fleishman-Hillard
(612) 337-0354
TSI SHAREHOLDERS APPROVE MERGER WITH JJF ACQUISITION, INC.
MERGER A MODEL FOR RECAPITALIZATION OF AREA'S SMALL COMPANIES
ST. PAUL, MINNESOTA, May 3, 2000 - TSI Incorporated today announced
that its shareholders approved a recommendation from the company's board of
directors to merge the company with JJF Acquisition, Inc., a subsidiary of JJF
Group, Inc., a private, Minneapolis-based investment firm owned by John Fauth.
After the merger is completed, TSI will be a privately held company operating
under the same name.
"TSI is a good company with great people and a very positive future.
Our primary goal will be to help the company grow and become an even stronger
force in the markets it serves," said John Fauth, chairman of JJF Group.
"This region is home to many good, solid companies whose growth has
been hobbled by Wall Street's disinterest in smaller, non-Internet-based
enterprises," Fauth said. "We believe that by recapitalizing through a
combination of private equity and debt, many of these companies can realize
their full potential as more nimble operations. JJF Group and other investment
firms will continue to be active in 'liberating' high-quality companies such as
TSI."
The merger is financed through a combination of equity provided by JJF
Group and debt secured by JJF Group from a syndicate of lenders led by U.S.
Bank.
Under the terms of the merger, which received support from 98 percent
of the TSI shares voted, shareholders will receive $15.25 in cash for each
outstanding share of common stock. Norwest Shareowner Services will provide
registered shareholders with instructions on tendering their shares
approximately one week from today.
TSI Incorporated, based in Shoreview, Minnesota, is a diversified,
worldwide leader in providing measuring instruments for two major market areas:
the safety, comfort and health of people; and productivity and quality
improvement. TSI's common stock has been traded on the national over-the-counter
market under the Nasdaq symbol TSII. More information on the company and its
products is available at TSI's web site at http://www.tsi.com
JJF Group was formed by Minneapolis investor John Fauth for the purpose
of acquiring TSI Incorporated and other undervalued industrial companies. Fauth
is the chairman and chief executive officer of Churchill Capital, Inc., an
investment management firm. Prior to the TSI merger, Fauth and his companies
successfully purchased, owned and operated 29 companies, including two public
companies, acquired in friendly transactions.
