SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant / / Filed by a party other than the Registrant /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 TSI INCORPORATED - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) JJF GROUP, INC. - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ WHEN WAS THE LAST TIME YOUR TSI SHARES WERE WORTH $14.00 EACH? THE TIME IS NOW! - ----------------------------------------------------------------------------- JJF Acquisition, Inc., is offering to purchase your TSI shares for $14.00 net cash per share. . . That's the highest they've EVER been on a post-split basis! [CHART] ACT NOW! DON'T LOSE OUT! - ----------------------------------------------------------------------------- TSI's board of directors can prevent JJF Acquisition from buying your shares. . . UNLESS shareholders support our proposed slate of three director nominees and our bylaw and article amendment proposals. YOUR VOTE TODAY IS IMPORTANT! - ----------------------------------------------------------------------------- TSI's Annual Meeting of Shareholders is scheduled for July 22 -- little more than one week away! TO TAKE ADVANTAGE OF THIS OFFER, JUST FOLLOW THESE STEPS. Sign, Mark, Date and Mail your GREEN proxy card in the postage-paid envelope mailed to you. Do NOT return the white proxy card. If your shares are held for you by a bank or brokerage firm, please instruct your brokerage representative to vote FOR our nominees on the GREEN proxy card. If you have already voted in favor of TSI, you are legally entitled to change your mind and vote FOR our nominees on the GREEN proxy card. Only your card with the latest date will count. If you have any questions or need help in voting your shares or changing your vote, please contact: Beacon Hill Partners, Inc. 90 Broad Street 20th Floor New York, New York 10004 CALL COLLECT: (212) 843-8500 CALL TOLL-FREE: (800) 475-9320 YOUR VOTE IS IMPORTANT! RETURN YOUR GREEN PROXY CARD! - ----------------------------------------------------------------------------- THE TENDER OFFER IS BEING MADE BY JJF ACQUISITION, INC. FOR ALL OUTSTANDING SHARES OF TSI INCORPORATED COMMON STOCK. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, AUGUST 11, 1999, UNLESS THE OFFER IS EXTENDED TO A LATER DATE AND TIME. SHARES THAT ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.