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VOTE FOR THE JJF SLATE
AND PROXY PROPOSALS!
DON'T TURN DOWN GOOD ADVICE --
RETURN YOUR VOTE TODAY!
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A leading, independent corporate governance advisor to institutional money
managers, INSTITUTIONAL SHAREHOLDER SERVICES (ISS), has recommended that TSI
shareholders VOTE FOR the JJF Group slate of three directors and six proxy
proposals outlined in JJF Group's proxy. The proxy proposals all involve changes
to TSI's by-laws and articles of incorporation designed to prevent management
from blocking the sale of TSI. The JJF Group proxy was sent to shareholders
beginning July 2, 1999, in advance of TSI's annual meeting of shareholders
scheduled for July 22, 1999.
HERE'S WHY YOU SHOULD SUPPORT
JJF GROUP'S PROXY PROPOSALS:
In its report,
INSTITUTIONAL SHAREHOLDER SERVICES
said...
"...FROM A FINANCIAL POINT OF VIEW, (JJF GROUP'S) OFFER IS A GREAT DEAL FOR
SHAREHOLDERS. AT $14.00 PER SHARE, THE OFFER REPRESENTS A 43.4-PERCENT
PREMIUM TO TSI'S AVERAGE MARKET PRICE FOR THE FISCAL YEAR ENDING
MARCH 31, 1999 ..."
"...FURTHERMORE, ISS DOES NOT BELIEVE THAT THE BY-LAW AMENDMENT
PROPOSALS WOULD HINDER ANY HIGHER BID OFFERS ..."
"...THE PROPOSAL REQUIRING THE COMPANY TO OPT OUT OF THE MINNESOTA
CONTROL SHARE PROVISION SHOULD BE SUPPORTED BECAUSE THE STATUTE MAY
PREVENT OR DETER TENDER OFFERS FOR THE COMPANY THAT COULD BE IN SHAREHOLDERS'
BEST INTERESTS. ... A PROVISION IN THIS PROPOSAL SPECIFICALLY
PROVIDES THAT IF A MAJORITY OF THE BOARD DETERMINES THAT AN OFFER TO
ACQUIRE THE COMPANY WOULD MAXIMIZE SHAREHOLDER VALUE, THE BOARD
CAN TAKE ACTION TO FACILITATE THAT OFFER ..."
"ISS IS NOT CONVINCED THAT THE PRESENCE OF DISSIDENT NOMINEES WOULD
HAVE A DETRIMENTAL EFFECT ON ANY ALTERNATIVE OFFERS THAT MAY EMERGE
FOR THE COMPANY."
A VOTE FOR THE JJF GROUP PROPOSALS
IS A VOTE TO MAXIMIZE SHAREHOLDER
VALUE THROUGH SHAREHOLDER-
FOCUSED LEADERSHIP!
Your Vote TODAY is Important!
- Sign, Xxxx and Date your GREEN proxy card and CALL:
BEACON HILL PARTNERS, INC.
00 XXXXX XXXXXX
00XX XXXXX
XXX XXXX, XXX XXXX 00000
CALL COLLECT: (000) 000-0000
CALL TOLL-FREE: (000) 000-0000
- If your shares are held for you by a bank or brokerage firm, please
instruct your brokerage representative to contact Beacon Hill Partners,
Inc., to vote FOR the JJF Group slate of director nominees and proxy
proposals.
- If you have already voted in favor of TSI, you are legally entitled to
change your mind and vote FOR our nominees and proposals on the
GREEN proxy card. Only your card with the latest date will count. If
you have questions about how to do this, please call Beacon Hill
Partners, Inc., at one of the telephone numbers above.
If you have any questions or need help in voting your shares or changing your
vote, please contact Beacon Hill Partners, Inc., at one of the telephone numbers
above.
CAST YOUR VOTE FOR THE JJF GROUP
PROXY PROPOSALS TODAY!
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.
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