-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RQWgdxXJ+5pIFlcDoZ0JlqDeDKcl8njlGNlNudH0Cnkg+aZrg/GJPDAslnUgXhRg 5UepMrtIABOzj9vzZw9lTQ== 0000903112-98-000683.txt : 19980326 0000903112-98-000683.hdr.sgml : 19980326 ACCESSION NUMBER: 0000903112-98-000683 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980325 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TSR INC CENTRAL INDEX KEY: 0000098338 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 132635899 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-46755 FILM NUMBER: 98573171 BUSINESS ADDRESS: STREET 1: 400 OSER AVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5162310333 MAIL ADDRESS: STREET 1: 400 OSER AVENUE CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: TIME SHARING RESOURCES INC DATE OF NAME CHANGE: 19840129 424B3 1 SUPPLEMENT FORM 424B3 Filed Pursuant to Rule 424(b)(3) Relating to Registration Statement No. 333-46755 TSR, INC. SUPPLEMENT DATED MARCH 26, 1998 TO PROSPECTUS DATED FEBRUARY 28, 1998 This Supplement should be read in conjunction with the Prospectus dated March 4, 1998 contained in Registration Statement No. 333-46755 of TSR, Inc., including the exhibits thereto. The Selling Securityholder Table is amended and restated as follows:
A B C D Numbers of Percentage Shares of Number of Shares Represented Common Stock Offered for Sale by Column B Beneficially Pursuant to this of Shares Name and Address Owned Prospectus Outstanding ---------------- ----- ---------- ----------- Massachusetts Mutual Life 92,000(1) 92,000 1.54% Insurance Company 1295 State Street Springfield, MA 01111-0001 MassMutual Corporate Value 46,000(1) 46,000 0.77% Partners Limited c/o Bank of America Trust and Banking Corporation (Cayman) Limited P. O. Box 1092 George Town Grand Cayman Cayman Islands, B.W.I. MassMutual High Yield 62,000(1) 62,000 Partners, LLC c/o HYP Management, Inc. 1295 State Street Springfield, MA 01111-0001 Special Situations Cayman 104,000(2) 70,000 1.74% Fund, L.P. 153 East 53rd Street, 51st Fl. New York, NY 10022 697364.1 1 A B C D Numbers of Percentage Shares of Number of Shares Represented Common Stock Offered for Sale by Column B Beneficially Pursuant to this of Shares Name and Address Owned Prospectus Outstanding ---------------- ----- ---------- ----------- Special Situations Fund III, 291,000(2) 203,000 4.86% L.P. 153 East 53rd Street, 51st Fl. New York, NY 10022 Special Situations Private 95,000(2) 95,000 1.59% Equity Fund, L.P. 153 East 53rd Street, 51st Fl. New York, NY 10022 Special Situations 58,000(2) 36,000 0.97% Technology Fund, L.P. 153 East 53rd Street, 51st Fl. New York, NY 10022 William J. Barrett 32,000(3) 15,000(4) 0.54% c/o Janney Montgomery Scott Inc. 26 Broadway New York, NY 10004 Herbert M. Gardner 27,000(5) 15,000 0.45% c/o Janney Montgomery Scott Inc. 26 Broadway New York, NY 10004 Peter D. Barrett 2,000 2,000 0.03% Asbury Glen 5450 Glenridge Dr., Apt. 275 Atlanta, GA 30342 Barry D. Zyskind 5,000 5,000 0.08% 5423 17th Avenue Brooklyn, NY 11204 Janney Montgomery Scott 10,000 10,000 0.17% Inc. Cust FBO Sidney Todres Profit Sharing Plan 697364.1 2 A B C D Numbers of Percentage Shares of Number of Shares Represented Common Stock Offered for Sale by Column B Beneficially Pursuant to this of Shares Name and Address Owned Prospectus Outstanding Andrew D. Shiftan 2,000 2,000 0.03% 11 E. 87th Street, Apt. 9D New York, NY 10128 Ann C. W. Green 1,000 1,000 0.02% c/o Janney Montgomery Scott Inc. 26 Broadway New York, NY 10004 Arthur J. Gajarsa & Melanie 20,000 8,000 0.33% M. Gajarsa JT-TEN 9408 Firethorn Court Potomac, MD 20854 Christopher H. Barrett 3,000 2,000 0.05% 70 Church Street, Apt. 3 Wellesley, MA 02181
(1) MassMutual Corporate Value Partners Ltd. is owned 93% by MassMutual Corporate Value Limited, which in turn is owned 46% by MassMutual Holding MSC, Inc., which in turn is wholly owned by MassMutual Holding Company, a wholly owned subsidiary of Massachusetts Mutual Life Insurance Company. MassMutual High Yield Partners LLC is owned 36% by MMHC Investment Inc., 5% by Massachusetts Mutual Life Insurance Company and 2% by HYP Management, Inc. MMHC Investment Inc. and HYP Management, Inc. are wholly owned by MassMutual Holding Trust II, which in turn is wholly owned by MassMutual Holding Company, a wholly owned subsidiary of Massachusetts Mutual Life Insurance Company. (2) AWM Investment Company, Inc. ("AWM") is the general partner of and the investment adviser to Special Situations Cayman Fund, L.P. (the "Cayman Fund"), and may be deemed to beneficially own the shares shown in this table as owned by the Cayman Fund. MGP Advisers Limited Partnership ("MGP") is the general partner of and the investment adviser to Special Situations Fund III, L.P. ("SSF"), and may be deemed to beneficially own the shares shown in this table as owned by SSF. MG Advisers, L.L.C. ("MG") is the general partner of and the investment adviser to Special Situations Private Equity Fund, L.P. (the "Private Equity Fund"), and may be deemed to beneficially own the shares shown in this table as owned by the Private Equity Fund. SST Advisers LLC 697364.1 3 ("SSA") is the general partner of Special Situations Technology Fund, L.P. ("SST"), and may be deemed to beneficially own the shares shown in this table as owned by SST. Austin W. Marxe and David M. Greenhouse, in their capacities as officers, directors and members or principal shareholders of AWM, MGP, MG and SSA, may be deemed to beneficially own the shares shown in this table as owned by the Cayman Fund, SSF, the Private Equity Fund and SST. (3) Includes 4,000 shares owned of record by Mr. Barrett's wife and 28,000 shares owned of record by JMS Inc. as Custodian for the benefit of the William J. Barrett Keogh. (4) Includes 15,000 shares owned of record by JMS Inc. as Custodian for the benefit of the William J. Barrett Keogh. (5) Includes 1,000 shares owned of record by Mr. Gardner's wife, 4,000 shares owned of record by Mr. Gardner's qualified plan, and 7,000 shares owned of record by Mr. Gardner's IRA-Rollover. 697364.1 4 -----END PRIVACY-ENHANCED MESSAGE-----