TSI, INC.
110 Second Street South
P. O. Box 2249
Great Falls, Montana 59405
(406) 727-2602
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 9, 1997
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, December 9, 1997, 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 1997.
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 October 31,
1997, 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.
Kathleen King,
Assistant Secretary-Treasurer
Great Falls, Montana
November 19, 1997
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TSI, INC.
110 Second Street South
P. O. Box 2249
Great Falls, Montana 59405
(406) 727-2602
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 9, 1997
Approximate date proxy material sent to shareholders: November 19, 1997
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, December 9, 1997, 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 October 31, 1997.
The annual report to shareholders for the year ended December 31, 1996, has
previously been mailed to shareholders.
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 October 31, 1997, 10,483,142 shares of
Common Stock, $.05 par value, were outstanding and are entitled to vote at
this meeting.
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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 October 31, 1997.
Amount and
Nature of
Name and Address of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
$ .05 Par Value M Corp(1) 9,643,944 Direct 92%
Common Stock 110 Second Street South
Great Falls, Montana
(1) At October 31, 1997, GNI, Inc. (a Delaware corporation) owned a
majority of M Corp's outstanding stock. At October 31, 1997, Anne Marie and
Paul J. McCann and members of their family own 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 October 31, 1997, 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 100 *
G. Robert Crotty, Jr. 100 *
Paul J. McCann, Jr. --(1) *
All Directors and Executive
Officers as a Group (3 Persons) 200(1)
(1) See note (1) under Security Ownership of Certain Beneficial Owners
above.
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.
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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, Montana
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 1996 the Company and its consolidated subsidiaries paid a
total of $750 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 1996, 1995 and 1994. No officer or director of the
Company or its consolidated subsidiaries received total cash compensation
in excess of $100,000 for 1996, 1995 or 1994.
Name of Individual Calendar Total Cash
and Position Year Compensation
Paul J. McCann, Jr. 1996 $ 0
President, Director 1995 $ 0
S. M. McCann 1994 $ 0
President, Director
The Company does not have any stock appreciation rights plans, stock
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option plans or long-term incentive plans and there was no other material
compensation paid during 1996, 1995 or 1994.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
An independent certified public accounting firm has not yet been
selected to audit the Company's financial statements for 1997. 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 1997.
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
1997 and may subsequently request ratification of the selection by the
shareholders.
Dwyer & Keith, CPAs, P.C., served as the Company's independent
auditors for 1996. 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 1998 ANNUAL MEETING
It is anticipated that the 1998 annual meeting of shareholders will be
held in July, 1998. 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,
1998.
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 1996.
The Company will furnish, without charge, to any record holder or
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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
1997.
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.
TSI, Inc.
Kathleen King,
Assistant Secretary-Treasurer
November 19, 1997
Great Falls, Montana
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THIS PROXY SOLICITED BY MANAGEMENT
TSI, INC.
The undersigned hereby appoints R. Bruce Robson, Kathleen King 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, December
9, 1997, 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 1997.
_ _ _
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 ____________________, 1997
________________________________
Signature of Shareholder
