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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
TMS, INC.
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(Name of Issuer)
COMMON STOCK, $.05 PAR VALUE
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(Title of Class of Securities)
872 687 10 0
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(CUSIP Number)
DEBORAH D. MOSIER
TMS, INC.
206 WEST SIXTH AVENUE
STILLWATER, OKLAHOMA
(405) 377-0880
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JANUARY 3, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this Statement [X]. (A fee
is not required only if the Reporting Person: 1) has a previous statement on
file reporting beneficial ownership of more than five percent (5%) of the class
of securities described in Item 1; and 2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent (5%) of such
class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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. 872 687 100
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
RUSSELL WILLIAM TEUBNER SSN: ###-##-#### FEI#
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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 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF
665,000
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
665,000
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
665,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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14 TYPE OF REPORTING PERSON
IN
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*Based on the assumptions stated by virtue of Rule 13d-3(d)
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SCHEDULE 13D
Item 1 SECURITY AND ISSUER
This statement relates to shares of common stock, par value $.05
share (the "Stock"), of TMS, INC. an Oklahoma corporation (the
"Issuer"). The principle executive offices of the Issuer are
located at
206 West Sixth Avenue
Stillwater, Oklahoma 74074
Item 2 IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Russell W. Teubner.
(b) Mr. Teubner's business address is 100 East 7th Ave.
Stillwater, OK 74074
(c) Mr. Teubner is presently President of Esker S.A. whose
address is 100 East 7th Ave. Stillwater, OK 74074
(d) During the last five years, Mr. Teubner has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, Mr. Teubner was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
not or is not subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Mr. Teubner is a citizen of the United States.
Item 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used by the Reporting Persons
to purchase shares of Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Russell W. Teubner Personal Funds $70,750.00
Item 4 PURPOSE OF TRANSACTION
Mr. Teubner acquired the Common Stock as an investment. While
Mr. Teubner may purchase additional Common Stock from time to
time, except as set forth herein, he has no plans or proposals
which relate to or would affect the Company's corporate structure,
policies or business operations, as enumerated in clauses (a)
through (j) of Item 4 of Schedule 13D.
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Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, Mr. Teubner beneficially owns
665,000 shares or 5.0% of the Company's outstanding Common
Stock.
(b) As of the date hereof, Mr. Teubner has sole power to
vote, or to direct the vote of, and to dispose of, or
direct the disposition of, the shares of stock that he
owns.
(c) During the past sixty days, Mr. Teubner has purchased
265,000 shares of the Company's Common Stock. The purchase
price paid by Mr. Teubner ranged from a high of $.30 to a
low of $.20.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from
the sale of, the securities specified in paragraph (a).
(e) Mr. Teubner has not ceased to be the beneficial owner of
more than five percent of the Common Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Mr. Teubner has no contracts, arrangements, undertakings or
relationships with any person with respect to any securities
of the Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None
SIGNATURES
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 10, 2000
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By: /s/ RUSSELL W. TEUBNER
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