TSI, INC.
110 Second Street South
P.O. Box 2249
Great Falls, Montana 59405
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 22, 1996
To the Shareholders of TSI, Inc.:
The annual meeting of Shareholders of TSI, Inc. will be held at the
offices of the company, 110 Second Street South, Great Falls, Montana, on
Tuesday, October 22, 1996, at 9:30 a.m., for the following purposes:
1.To elect three directors to hold office until the next annual meeting of
shareholders or until their successors are duly elected and qualified.
2.To consider and act upon a proposal to authorize the Board of Directors
of the Company to select an Independent Certified Public Accounting firm
to audit the Company's financial statements for 1996.
3.To transact such other business as may properly come before the meeting
or any adjournment of the meeting.
The Company has fixed the close of business on August 31, 1996, as the record
date for the determination of shareholders entitled to notice of and to vote
at the meeting or adjournments thereof, and only shareholders of record at
such time will be entitled to voting rights.
TSI, INC.
N. Scott Atchison,
Assistant Secretary-Treasurer
Great Falls, Montana
Dated: October 1, 1996
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TSI, INC.
110 Second Street South
P.O. Box 2249
Great Falls, Montana 59405
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
October 22, 1996
Approximate date proxy material sent to shareholders: October 1, 1996
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, October 22, 1996, at 9:30 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 August 31, 1996. The
annual report to shareholders for the year ended December 31, 1995,
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.
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VOTING SECURITIES, OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the close of business on August 31, 1996, 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 August 31, 1996.
Amount and
Nature of
Name and Address of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
$ .05 Par Value M Corp(1) 8,576,644 Direct 91%
Common Stock 110 Second Street South
Great Falls, Montana
(1) At August 31, 1996, GNI, Inc. (a Delaware corporation) owned a majority
of M Corp's outstanding stock. At August 31, 1996, Anne Marie and Paul J.
McCann and members of their family controlled a majority of the outstanding
stock of GNI, Inc. Members of Anne Marie and 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 August 31, 1996, 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 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 -- *
G. Robert Crotty, Jr. -- *
Paul J. McCann, Jr. -- *
All Directors and Executive
Officers as a Group (3 Persons) --(1)
(1)See note (1) under Security Ownership of Certain Beneficial Owners above.
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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 and Age Since Principal Occupation
R. Bruce Robson, 55 1994 Director, M Corp; Secretary-
Director Treasurer and Director,
Medical Information Processing
Systems, Inc.; Data Processing
Manager, Sletten Construction
Co.; Great Falls, Montan
Paul J. McCann, Jr., 42 1995 Attorney at Law; Investor;
President, Director Billings, Montana
G. Robert Crotty, Jr.,69 1995 Attorney at Law; Director of
Director M Corp; Investor; Great
Falls, Montana.
REMUNERATION OF DIRECTORS AND OFFICERS
The Company has not adopted a formal plan for the compensation of directors.
During 1995 the Company and its consolidated subsidiaries paid a total of
$750 to directors of the Company and directors of the Company's consolidated
subsidiaries.
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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 1995, 1994 and 1993. No officer or director of the Company or
its consolidated subsidiaries received total cash compensation in excess of
$100,000 for 1995, 1994 or 1993.
Name of Individual Calendar Total Cash
and Position Year Compensation
Paul J. McCann, Jr. 1995 $ 0
President, Director
S. M. McCann 1995 $ 0
President, Director 1994 $ 0
1993 $ 0
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
An independent certified public accounting firm has not yet been selected to
audit the Company's financial statements for 1996. 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 1996.
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 1996 and may
subsequently request ratification of the selection by the shareholders.
Dwyer & Keith, CPAs, P.C., served as the Company's independent auditors for
1995. 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.
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STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
It is anticipated that the 1997 annual meeting of shareholders will be held
in July, 1997. 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, 1997.
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 two meetings in 1995.
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 1996.
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 judgment.
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,
N. Scott Atchison,
Assistant Secretary-Treasurer
October 1, 1996
Great Falls, Montana
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THIS PROXY SOLICITED BY MANAGEMENT
TSI, INC.
The undersigned hereby appoints R. Bruce Robson, N. Scott Atchison 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, October 22, 1996,
at 9:30 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, Paul J. McCann, Jr., G. Robert Crotty, Jr.
2.Authorize the Board of Directors to select an Independent Certified
Public Accounting firm to audit the Company's financial statements
for 1996.
_ _ _
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 ____________________, 1996
________________________________
Signature of Shareholder
________________________________
Signature of Shareholder
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN THIS PROXY.
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