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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
TSI INTERNATIONAL SOFTWARE LTD.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
872879 10 1
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 872879 10 1 SCHEDULE 13G PAGE 2 OF 5 PAGES
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(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ERNEST E. KEET
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
US
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(5) SOLE VOTING POWER
NUMBER OF 119,293
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 889,884
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 119,293
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(8) SHARED DISPOSITIVE POWER
889,884
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,009,177
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.00%
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(12) TYPE OF REPORTING PERSON*
IN
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ITEM 1.
(a) Name of Issuer:
TSI International Software Ltd.
(b) Address of Issuer's Principal Executive Offices:
45 Danbury Road
Wilton, CT 06897-0840
ITEM 2.
(a) Name of Person Filing:
Ernest E. Keet
(b) Address of Principal Business Office:
304 Main Avenue, Suite 290
Norwalk, CT 06851
(c) Citizenship:
U.S.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
872879 10 1
ITEM 3. Not applicable.
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: Ernest E. Keet, the reporting person
owns 115,543 shares of Common Stock directly. Mr. Keet also owns
3,750 shares of Common Stock subject to options exercisable
within sixty days of February 15, 1999. Mr. Keet is also a
trustee of the Ernest E. & Nancy R. Keet Foundation, the record
holder of 20,000 shares of Common Stock. Mr. Keet is also the
President of Vanguard Atlantic, Limited, the record holder of
869,884 shares of Common Stock. Mr. Keet disclaims beneficial
ownership of the shares held by each of the Ernest E. & Nancy R.
Keet Foundation and Vanguard Atlantic, except to the extent of
his pecuniary interest therein.
(b) Percent of Class: 9.00%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 119,293
(ii) shared power to vote or direct the vote: 889,884
(iii) sole power to dispose or to direct the disposition of:
119,293
(iv) shared power to dispose or to direct the disposition of:
889,884
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: January 22, 1999
ERNEST E. KEET
By: /s/ Ernest E. Keet
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