Page 5 of 6 – SEC Filing
SCHEDULE 13D
This Amendment No. 1 (this “Amendment”)
to Schedule 13D amends the Schedule 13D (the “Schedule 13D”) filed by Zeff Capital, LP, Zeff Holding Company, LLC and
Daniel Zeff (collectively, the “Reporting Persons”), with respect to the securities of TSR, Inc. (the “Company”),
on May 18, 2017.
Capitalized terms used, but not otherwise defined
herein, shall have the meanings given to them in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding
the following:
As previously reported, on May
17, 2017, Capital delivered a letter (the “May 17 Letter”) to the Company indicating Capital’s interest in acquiring
all of the outstanding shares of Common Stock not already owned by Capital or its affiliates for $6.15 per share, in cash (the
“Proposal”). As noted in the May 17 Letter, the proposed price represented a premium of approximately 27% over the
closing price on May 17, 2017.
The company responded in a letter
dated May 30, 2017 stating that it would not pursue Capital’s proposal and that it was in the best interest of shareholders
to remain independent.
Capital was very disappointed by the Company’s
response as we continue to believe that a change in control and management could unlock far greater value in the company for all
shareholders. However, given the recent stock price increase, and the Company’s reluctance to enter into negotiations with
us, Capital will not be pursuing the Proposal or a similar transaction at this time. If circumstances or prices change the Reporting
Persons will reconsider whether to pursue any such transaction, either alone or with a third party.
Capital still believes the company should engage an
investment bank to explore a sale of the Company and/or to pursue other strategic alternatives to enhance long term shareholder
value. Subsequent to the May 17 Letter, multiple third parties (“Third Parties”) contacted Zeff Capital, LP and expressed
potential interest in acquiring the Company (either with Zeff Capital or in an independent transaction). Capital communicated this
information to the Company’s management and its board of directors on June 9, 2017, and reiterated the Reporting Persons’
view that the Company should pursue strategic alternatives (including a sale of the Company). There can be no assurance, however,
that the Company or any Third Parties will pursue any such transaction, or that any such transaction will be consummated, on terms
acceptable to the Company’s stockholders or otherwise.
The Reporting Persons reserve the
right to pursue all other options necessary to protect, or maximize the value of, Capital’s investment in the Company, including,
but not limited to, seeking to change the composition of the board of directors, exploring changes to the company’s management,
selling Common Stock or other securities, engaging in hedging transactions with respect to the Company’s securities and/or
otherwise changing the Reporting Persons’ intention with respect to the Common Stock. Without limiting the foregoing, the
Reporting Persons may acquire additional Common Stock or dispose of Common Stock at any time and from time to time in the open
market, in privately negotiated transactions or otherwise. The Reporting Persons may also seek to facilitate transactions involving
Third Parties that may result in a change in control of the Company. Although the foregoing represents the range of activities
presently contemplated by the Reporting Persons, the scope of possible activities is subject to change.
