TSI, INC.
110 Second Street South
P.O. Box 2249
Great Falls, Montana 59405
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
JULY 11, 1995
Approximate date proxy material sent to shareholders: June 13,
1995
SOLICITATION AND REVOCATION OF PROXY
This proxy statement is furnished in connection with the
solicitation of proxies by and on behalf of the management of TSI,
Inc. (the "Company" or "TSI") for its use at the annual meeting of
shareholders to be held on Tuesday, July 11, 1995, at 9:00 a.m., in
Great Falls, Montana.
Any shareholder signing and returning a proxy in the form
enclosed with this statement may revoke such proxy by written
notice to the Company or by attending the meeting and voting in
person.
Shareholders will be entitled to cast one vote for each share
of common stock held by them of record at the close of business on
the record date on any matter that may be presented at the meeting
for consideration and action by the shareholders, except that
shareholders will have cumulative voting rights with respect to the
election of directors. Cumulative voting entitles each shareholder
to cast for one nominee a total number of votes equal to the number
of shares the shareholder held of record at the close of business
on the record date multiplied by the number of directors to be
elected, or to distribute that total number of votes among as many
nominees as the shareholder chooses. Directors are elected by a
plurality of the votes cast at a meeting at which one-third of the
shares entitled to vote are present in person or by proxy. Where
proxies are marked "withhold authority" these shares are included
in the determination of the number of shares present and voting.
Broker non-votes are not counted in the determination of the number
of shares present and voting. You may withhold your vote from any
nominee(s) for Director by striking a line through the nominee's
name(s) on the proxy form. If you return a signed proxy form that
does not indicate your voting preferences, your shares will be
voted for the election of the nominated Directors.
The record date for the determination of shareholders entitled
to voting rights at the meeting is the close of business on May 31,
1995. The annual report to shareholders for the year ended
December 31, 1994, accompanies this proxy statement.
Expenses in connection with this proxy statement including
postage, printing and handling, will be paid by the Company. It is
expected that solicitation will be made of some stockholders by
certain directors, officers and employees of the Company in person
or by telephone or telegraph. Employees, directors and officers of
the Company who may participate in the solicitation of proxies will
be reimbursed for out-of-pocket expenses and may receive
remuneration for time spent.
VOTING SECURITIES, OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the close of business on May 31, 1995, 9,423,142 shares
of Common Stock, $.05 par value, were outstanding and are entitled
to vote at this meeting.
The common stock of the Company is not traded on any
securities exchange, nor are records kept of any quotation by
securities dealers or the National Quotation Bureau, Inc. To the
best knowledge of the Company, bid and asked quotations for TSI
common stock are not reported in any newspaper.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is certain information concerning persons who
are known by the Company to own beneficially more than 5% of the
Company's voting shares on May 31, 1995.
Amount and
Nature of
Name and Address of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
$ .05 Par Value M Corp(1) 8,573,644 Direct 90.9%
Common Stock 110 Second Street South
Great Falls, Montana
(1) At May 31, 1995, GNI, Inc. (a Delaware corporation) owned a
majority of M Corp's outstanding stock. At May 31, 1995, Paul J.
McCann and other members of his family controlled a majority of the
outstanding stock of GNI, Inc. Members of Paul J. McCann's family
own a total of 4,745 shares (.05%) of the common stock of the
Company. Paul J. McCann owns no shares of stock in TSI, Inc. and
disclaims beneficial ownership in any stock of TSI, Inc.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of May 31, 1995, information
concerning the beneficial ownership of the Company's common stock
by each director, nominee for director and each executive officer
named in the Company's Summary Compensation Table and by all
directors and executive officers of the Company as a group. Except
as otherwise noted, each beneficial owner listed has sole
investment and voting power with respect to the common stock
indicated.
Name of Individual Amount and Nature Percent
Number of Persons In Group Of Beneficial Ownership of Class
R. Bruce Robson -- *
Dorothy J. Schroeder -- *
S. M. McCann 3,100 (Direct) *
All Directors and Executive
Officers as a Group (3 Persons) 3,100(1)
(1) See note (1) under Security Ownership of Certain Beneficial
Owners on page 2.
Based solely on its review of reports of persons subject to
Section 16(a) of the Securities and Exchange Act, the Company
believes that required reports were filed in a timely manner
disclosing transactions involving the Company's common stock.
CHANGES IN CONTROL
The Company knows of no contractual arrangements which may at
a subsequent date result in change in control of the Company.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTORS
Three individuals are management's nominees for election as
directors of the Company to constitute the entire Board of
Directors to hold office until the next annual meeting of
shareholders or until their successors are duly elected and
qualified.
It is the intention of the persons named in the accompanying
proxy to vote FOR the election of the nominees named below. It is
expected that if these nominees should decline or be unable to
serve, the proxy will be voted to fill any vacancies so arising in
accordance with the discretionary authority of the persons named in
the proxy.
Unless otherwise indicated all of the nominees for directors
have occupied their present position for more than five years. The
following schedule sets forth certain information concerning the
nominees.
Director
Name Age Since Principal Occupation
R. Bruce Robson 53 1994 Director, M Corp; Secretary-
President, Director Treasurer and Director,
Medical Information Processing
Systems, Inc.; Data Processing
Manager, Sletten Construction
Co.; Great Falls, Montana
S. M. McCann 31 1992 Attorney at Law; Director of
GNI, Director Inc. (holding company and parent
Company of M Corp); Director and
President of Diversified Realty,
Inc.; Director of M Corp and
UAC, Inc.; San Luis Obispo,
California
Dorothy J. Schroeder 66 1976 Homemaker; Director, TSI, Inc.
(1976 to present).
REMUNERATION OF DIRECTORS AND OFFICERS
The Company has not adopted a formal plan for the compensation
of directors. During 1994 the Company and its consolidated
subsidiaries paid a total of $859 to directors of the Company and
directors of the Company's consolidated subsidiaries.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table lists the
cash compensation paid by the Company and its consolidated
subsidiaries to the Company's President for 1994, 1993 and 1992.
No officer or director of the Company or its consolidated
subsidiaries received total cash compensation in excess of $100,000
for 1994, 1993 or 1992.
Name of Individual Calendar Total Cash
and Position Year Compensation
S. M. McCann 1994 $ 0
President, Director 1993 $ 0
1992 $150
The Company does not have any stock appreciation rights plans,
stock option plans or long-term incentive plans and there was no
other material compensation paid during 1994, 1993 or 1992.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
An independent certified public accounting firm has not yet
been selected to audit the Company's financial statements for 1995.
To allow the Board of Directors flexibility, the Board of Directors
requests shareholder approval authorizing the Board of Directors to
select an independent certified public accounting firm to audit the
Company's financial statements for 1995.
The Board of Directors can select an independent accounting
firm without shareholder approval, however, the Board has requested
shareholder approval as a matter of courtesy to shareholders. In
the event of a negative vote by the shareholders on the matter, the
Board will select an independent accounting firm to audit the
Company's financial statements for 1995 and may subsequently
request ratification of the selection by the shareholders.
Dwyer & Keith, CPAs, P.C., served as the Company's independent
auditors for 1994. A representative of Dwyer & Keith, CPAs, P.C.
is not expected to attend the shareholders meeting. If a
representative of Dwyer & Keith, CPAs, P.C. is at the meeting, he
will be welcome to make whatever statement he desires on behalf of
his firm and he will be available to respond to appropriate
questions addressed to him. No substantial services other than
auditing have been provided by Dwyer & Keith, CPAs, P.C., or any
other public accountant.
The firm of Dwyer & Keith, CPAs, P.C. has not resigned or
declined to stand for re-election nor has that firm been dismissed
by the Board of Directors as the Company's independent certified
public accountants. There have been no material disagreements
between the Company and Dwyer & Keith, CPAs, P.C. on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure. The reports of Dwyer & Keith,
CPAs, P.C. on the Company's financial statements for the past two
years have been unqualified.
STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING
It is anticipated that the 1996 annual meeting of shareholders
will be held in July, 1996. Stockholder proposals intended for
presentation at the meeting must be received by the Company for
inclusion in its proxy statement and form of proxy relating to the
meeting no later than April 15, 1996.
OTHER INFORMATION
The Board of Directors has not appointed an audit committee,
compensation committee or a nominating committee.
The Board of Directors has the responsibility for establishing
broad corporate policies and for the overall performance of the
Company. Members of the Board are kept informed of the Company's
business by reports and documents sent to them.
Meetings of the Board of Directors are held as needed, and
there is also an organizational meeting following the conclusion of
the shareholders meeting. The Board held one meeting in 1994.
The Company will furnish, without charge, to any record holder
or beneficial owner of its Common Stock on such record date, upon
receipt of a written request, a copy of its Annual Report to the
Securities and Exchange Commission on Form 10-KSB. Written
requests should be directed to TSI, Inc., to the attention of the
Corporate Secretary at P.O. Box 2249, Great Falls, Montana 59403-
2249.
MANNER IN WHICH PROXIES WILL BE VOTED
All properly executed proxies received by management will be
voted. In the absence of contrary direction, management proposes
to vote the proxies FOR the election of each of the above nominees
to the Board, each to hold office until the next annual meeting of
shareholders or until his successor is duly elected and qualified
and to vote the proxies FOR the proposal authorizing the Board of
Directors to select an independent certified public accounting firm
to audit the Company's financial statements for 1995.
Management knows of no other business to be presented for
action at the meeting other than the matters stated above. If any
other matters should properly come before the meeting, it is
intended that the proxy agents named in the proxy will vote thereon
in accordance with their best judgement.
Whether or not you expect to be present at the meeting, you
are urged to execute and return the enclosed form of proxy.
By Order of the Board of Directors,
s\S. L. Wherley
S. L. Wherley,
Assistant Secretary-Treasurer
June 13, 1995
Great Falls, Montana
APPENDIX
THIS PROXY SOLICITED BY MANAGEMENT
TSI, INC.
The undersigned hereby appoints R. Bruce Robson, S. M. McCann
and Jerry K. Mohland and each of them, with full power of
substitution, to represent the undersigned and to vote all stock
registered in the name of the undersigned at the annual meeting of
shareholders of TSI, Inc. to be held at 110 Second Street South,
Great Falls, Montana, on Tuesday, July 11, 1995, at 9:00 a.m., and
at any adjournments thereof, on the proposals listed below and as
more particularly described in the Company's proxy statement and in
their discretion upon such other matters as may properly come
before the meeting. All powers of said proxies or substitutes
shall be exercised by a majority of them, or if only one shall act,
then by that one.
Management recommends a vote FOR the following proposals:
1. Election of the three directors listed below as proposed
in the accompanying proxy statement.
FOR all nominees listed below WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary below) |_| below |_|
Instruction: To withhold authority to vote
for any individual nominee strike a line
through the nominee's name in the list below.
R. Bruce Robson S.M. McCann Dorothy J. Schroeder
2. Authorize the Board of Directors to select an Independent
Certified Public Accounting firm to audit the Company's
financial statements for 1995.
_ _ _
FOR |_| AGAINST |_| ABSTAIN |_|
3. To transact such other business as may properly come
before the meeting or any adjournment of the meeting.
The shares represented hereby shall be voted in accordance
with any specification made above. UNLESS OTHERWISE INDICATED,
THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2 LISTED ABOVE.
DATED ____________________, 1995
________________________________
Signature of Shareholder
________________________________
Signature of Shareholder
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN THIS PROXY.
