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): May 3, 2000
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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
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N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
MERGER COMPLETED
On May 3, 2000, TSI Incorporated (the "Company") announced that JJF
Acquisition, Inc. (the "Purchaser"), a Minnesota corporation and wholly-owned
subsidiary of JJF Group Inc., a Minnesota corporation ("Newco"), had merged with
and into the Company pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of January 10, 2000, among the Company, Purchaser, Newco
and John J. Fauth, a resident of Minnesota, with the Company as the surviving
corporation (the "Merger").
In the Merger, each shareholder of the Company, excluding the Purchaser
and Newco, will receive $15.25 per share in cash for each share of the Company
held by them. Purchaser and Newco did not receive payment for shares of the
Company held by them. The Company received a fairness opinion on the Merger from
its investment banker, William Blair & Company. Following the Merger, the
capital stock of the Company will no longer be publicly traded.
JJF Acquisition, Inc. is a Minneapolis-based company 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 (Incorporated by reference from Exhibit 2.1 in
the Company's Form 8-K filed January 10, 2000).
99.1 Press release disclosing the execution of the Agreement and Plan
of Merger (Incorporated by reference from Exhibit 99.1 in the Company's Form 8-K
filed January 10, 2000).
99.2 Joint press release of TSI Incorporated and JJF Acquisition, Inc.
dated May 3, 2000, announcing the consummation of the 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: May 3, 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 (Incorporated
by reference from Exhibit 2.1 in the Company's
Form 8-K filed January 10, 2000).
99.1 Press release disclosing the execution of the
Agreement and Plan of Merger (Incorporated
by reference from Exhibit 99.1 in the
Company's Form 8-K filed January 10, 2000).
99.2 Joint press release of TSI Incorporated and
JJF Acquisition, Inc. dated May 3, 2000
announcing the consummation of the merger.
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