Filed Pursuant to Rule 424(b)(3)
Relating to Registration Statement No. 333-46755
TSR, INC.
SUPPLEMENT DATED MARCH 26, 1998
TO PROSPECTUS DATED FEBRUARY 28, 1998
This Supplement should be read in conjunction with the Prospectus
dated March 4, 1998 contained in Registration Statement No. 333-46755 of TSR,
Inc., including the exhibits thereto. The Selling Securityholder Table is
amended and restated as follows:
<TABLE>
<CAPTION>
A B C D
Numbers of Percentage
Shares of Number of Shares Represented
Common Stock Offered for Sale by Column B
Beneficially Pursuant to this of Shares
Name and Address Owned Prospectus Outstanding
---------------- ----- ---------- -----------
<S> <C> <C> <C>
Massachusetts Mutual Life 92,000(1) 92,000 1.54%
Insurance Company
1295 State Street
Springfield, MA 01111-0001
MassMutual Corporate Value 46,000(1) 46,000 0.77%
Partners Limited
c/o Bank of America Trust
and Banking Corporation
(Cayman) Limited
P. O. Box 1092
George Town
Grand Cayman
Cayman Islands, B.W.I.
MassMutual High Yield 62,000(1) 62,000
Partners, LLC
c/o HYP Management, Inc.
1295 State Street
Springfield, MA 01111-0001
Special Situations Cayman 104,000(2) 70,000 1.74%
Fund, L.P.
153 East 53rd Street, 51st Fl.
New York, NY 10022
697364.1
1
<PAGE>
A B C D
Numbers of Percentage
Shares of Number of Shares Represented
Common Stock Offered for Sale by Column B
Beneficially Pursuant to this of Shares
Name and Address Owned Prospectus Outstanding
---------------- ----- ---------- -----------
Special Situations Fund III, 291,000(2) 203,000 4.86%
L.P.
153 East 53rd Street, 51st Fl.
New York, NY 10022
Special Situations Private 95,000(2) 95,000 1.59%
Equity Fund, L.P.
153 East 53rd Street, 51st Fl.
New York, NY 10022
Special Situations 58,000(2) 36,000 0.97%
Technology Fund, L.P.
153 East 53rd Street, 51st Fl.
New York, NY 10022
William J. Barrett 32,000(3) 15,000(4) 0.54%
c/o Janney Montgomery
Scott Inc.
26 Broadway
New York, NY 10004
Herbert M. Gardner 27,000(5) 15,000 0.45%
c/o Janney Montgomery
Scott Inc.
26 Broadway
New York, NY 10004
Peter D. Barrett 2,000 2,000 0.03%
Asbury Glen
5450 Glenridge Dr., Apt. 275
Atlanta, GA 30342
Barry D. Zyskind 5,000 5,000 0.08%
5423 17th Avenue
Brooklyn, NY 11204
Janney Montgomery Scott 10,000 10,000 0.17%
Inc. Cust FBO Sidney Todres
Profit Sharing Plan
697364.1
2
<PAGE>
A B C D
Numbers of Percentage
Shares of Number of Shares Represented
Common Stock Offered for Sale by Column B
Beneficially Pursuant to this of Shares
Name and Address Owned Prospectus Outstanding
Andrew D. Shiftan 2,000 2,000 0.03%
11 E. 87th Street, Apt. 9D
New York, NY 10128
Ann C. W. Green 1,000 1,000 0.02%
c/o Janney Montgomery
Scott Inc.
26 Broadway
New York, NY 10004
Arthur J. Gajarsa & Melanie 20,000 8,000 0.33%
M. Gajarsa JT-TEN
9408 Firethorn Court
Potomac, MD 20854
Christopher H. Barrett 3,000 2,000 0.05%
70 Church Street, Apt. 3
Wellesley, MA 02181
</TABLE>
(1) MassMutual Corporate Value Partners Ltd. is owned 93% by MassMutual
Corporate Value Limited, which in turn is owned 46% by MassMutual
Holding MSC, Inc., which in turn is wholly owned by MassMutual Holding
Company, a wholly owned subsidiary of Massachusetts Mutual Life
Insurance Company. MassMutual High Yield Partners LLC is owned 36% by
MMHC Investment Inc., 5% by Massachusetts Mutual Life Insurance Company
and 2% by HYP Management, Inc. MMHC Investment Inc. and HYP Management,
Inc. are wholly owned by MassMutual Holding Trust II, which in turn is
wholly owned by MassMutual Holding Company, a wholly owned subsidiary
of Massachusetts Mutual Life Insurance Company.
(2) AWM Investment Company, Inc. ("AWM") is the general partner of and the
investment adviser to Special Situations Cayman Fund, L.P. (the "Cayman
Fund"), and may be deemed to beneficially own the shares shown in this
table as owned by the Cayman Fund. MGP Advisers Limited Partnership
("MGP") is the general partner of and the investment adviser to Special
Situations Fund III, L.P. ("SSF"), and may be deemed to beneficially
own the shares shown in this table as owned by SSF. MG Advisers, L.L.C.
("MG") is the general partner of and the investment adviser to Special
Situations Private Equity Fund, L.P. (the "Private Equity Fund"), and
may be deemed to beneficially own the shares shown in this table as
owned by the Private Equity Fund. SST Advisers LLC
697364.1
3
<PAGE>
("SSA") is the general partner of Special Situations Technology Fund,
L.P. ("SST"), and may be deemed to beneficially own the shares shown in
this table as owned by SST. Austin W. Marxe and David M. Greenhouse, in
their capacities as officers, directors and members or principal
shareholders of AWM, MGP, MG and SSA, may be deemed to beneficially own
the shares shown in this table as owned by the Cayman Fund, SSF, the
Private Equity Fund and SST.
(3) Includes 4,000 shares owned of record by Mr. Barrett's wife and 28,000
shares owned of record by JMS Inc. as Custodian for the benefit of the
William J. Barrett Keogh.
(4) Includes 15,000 shares owned of record by JMS Inc. as Custodian for the
benefit of the William J. Barrett Keogh.
(5) Includes 1,000 shares owned of record by Mr. Gardner's wife, 4,000
shares owned of record by Mr. Gardner's qualified plan, and 7,000
shares owned of record by Mr. Gardner's IRA-Rollover.
697364.1
4
