UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): January 10, 2000
TSI INCORPORATED
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(Exact name of registrant as specified in its charter)
Minnesota
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(State or other jurisdiction of incorporation)
0-2958 41-0843524
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Commission File Number I.R.S. Employer
Identification number
500 Cardigan Road, St. Paul, Minnesota 55126
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(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: (651) 483-0900
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
MERGER AGREEMENT SIGNED
TSI Incorporated, a Minnesota Corporation (the "Company") entered into
a definitive Agreement and Plan of Merger (the "Merger Agreement") by and among
JJF Group, Inc., a Minnesota corporation ("Purchaser"), JJF Acquisition, Inc., a
corporation and wholly-owned subsidiary of Purchaser ("Newco"), and John J.
Fauth, a resident of Minnesota.
The transaction contemplated by the Merger Agreement has been approved
unanimously by the Company's Board of Directors. The TSI Board of Directors has
received a fairness opinion on the proposed transaction from its investment
banker, William Blair & Company. The agreement can be terminated by the TSI
Board of Directors if JJF Acquisition, Inc. does not deliver a bank financing
commitment on or before January 31, 2000.
Under the terms of the Merger Agreement, which is subject to approval
by a majority of the Company's shareholders, regulatory approval and other
conditions, shareholders will receive $15.25 per share in cash. Following the
merger, the capital stock of the Company will no longer be publicly traded. The
merger is expected to be completed in late April 2000.
JJF Acquisition, Inc. is a Minneapolis-based industrial investment
group headed by John J. Fauth.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated January 10, 2000 by and among
JJF Group, Inc., JJF Acquisition, Inc., John J. Fauth and TSI Incorporated
without exhibits and schedules.
99.1 Press release disclosing the execution of the Agreement and Plan
of Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
undersigned thereunto duly authorized.
TSI INCORPORATED
Dated: January 12, 2000 By /s/ James E. Doubles
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James E. Doubles
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS
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2.1 Agreement and Plan of Merger
dated January 10, 2000 by and
among JJF Group, Inc.,
JJF Acquisition, Inc., John J. Fauth
and TSI Incorporated
without exhibits and schedules.
99.1 Press release disclosing the
execution of the merger agreement.
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