-----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, Fg2b9c8OWHwIEIqKFYM/9xPz4e28nIBwQJQFT7uVbya4Z6M8v9AuGt982s4KGDd7 SHIuS4DwzM+e2wFx8rznTg== 0000860655-97-000085.txt : 19970729 0000860655-97-000085.hdr.sgml : 19970729 ACCESSION NUMBER: 0000860655-97-000085 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970728 SROS: NASD GROUP MEMBERS: ALBERTO W. VILAR GROUP MEMBERS: AMERINDO INVESTMENT ADVISORS INC GROUP MEMBERS: AMERINDO INVESTMENT ADVISORS INC. GROUP MEMBERS: AMERINDO INVESTMENT ADVISORS, INC. GROUP MEMBERS: GARY A. TANAKA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TSI INTERNATIONAL SOFTWARE LTD CENTRAL INDEX KEY: 0001039276 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 061192156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51317 FILM NUMBER: 97645985 BUSINESS ADDRESS: STREET 1: 45 DANBURY RD CITY: WILTON STATE: CT ZIP: 06807 BUSINESS PHONE: 2037618600 MAIL ADDRESS: STREET 1: 45 DANBURY CITY: WILTON STATE: CT ZIP: 06807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERINDO INVESTMENT ADVISORS INC CENTRAL INDEX KEY: 0000860655 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 942997472 STATE OF INCORPORATION: CA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER STREET 2: STE 2300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153620292 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER STREET 2: STE 2300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* TSI INTERNATIONAL SOFTWARE LTD - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 872879101 ------------------------------- (CUSIP Number) Alberto W. Vilar, Amerindo Investment Advisors Inc., One Embarcadero Center, Suite 2300, San Francisco, CA 94111-3162; Telephone: (415) 362-0292 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) July 18, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13D/A-1(b)(3) or (4), check the following space . --- Check the following space if a fee is being paid with the statement X . (A --- fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13D/A-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13D/A-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) CUSIP No. 872879101 13D - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person AMERINDO INVESTMENT ADVISORS INC., a California corporation, AMERINDO INVESTMENT ADVISORS, INC., a Panama corporation, ALBERTO W. VILAR AND GARY A. TANAKA, who disaffirm the existence of any group and who are sometimes collectively referred to as the "Reporting Persons." - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* 00 - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization See Item 6 of separate cover pages for Reporting Persons - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of None Shares Beneficially ----------------------------------------------------------------- Owned By Each 8 Shared Voting Power Reporting Person 649,600 shares in the aggregate for all Reporting Persons With and as to all of which beneficial ownership is disclaimed ----------------------------------------------------------------- 9 Sole Dispositive Power None ----------------------------------------------------------------- 10 Shared Dispositive Power 649,600 shares in the aggregate for all Reporting Persons and as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 649,600 shares in the aggregate for all Reporting Persons and as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* [X] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 7.17% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IA, IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - 2 of 13 - CUSIP No. 872879101 13D - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person AMERINDO INVESTMENT ADVISORS INC. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* 00 - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization California - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of None Shares Beneficially ----------------------------------------------------------------- Owned By Each 8 Shared Voting Power Reporting Person 382,600 shares, as to all of which beneficial ownership With is disclaimed ----------------------------------------------------------------- 9 Sole Dispositive Power None ----------------------------------------------------------------- 10 Shared Dispositive Power 382,600 shares, as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 382,600 shares, as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* [X] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 4.22% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IA - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - 3 of 13 - CUSIP No. 872879101 13D - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person AMERINDO INVESTMENT ADVISORS, INC. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* 00 - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Panama - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of None Shares Beneficially ---------------------------------------------------------------- Owned By Each 8 Shared Voting Power Reporting Person 267,000 shares, as to all of which beneficial ownership With is disclaimed ---------------------------------------------------------------- 9 Sole Dispositive Power None ---------------------------------------------------------------- 10 Shared Dispositive Power 267,000 shares, as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 267,000 shares, as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* [X] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 2.95% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IA - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - 4 of 13 - CUSIP No. 872879101 13D - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person ALBERTO W. VILAR - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* 00 - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of None Shares Beneficially ---------------------------------------------------------------- Owned By Each 8 649,600 shares, as to all of which beneficial ownership Reporting is disclaimed Person With ---------------------------------------------------------------- 9 Sole Dispositive Power None ---------------------------------------------------------------- 10 Shared Dispositive Power 649,600 shares, as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 649,600 shares, as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* [X] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 7.17% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - 5 of 13 - CUSIP No. 872879101 13D - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GARY A. TANAKA - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* 00 - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of None Shares Beneficially ---------------------------------------------------------------- Owned By Each 8 Shared Voting Power Reporting Person 649,600 shares, as to all of which beneficial ownership With is disclaimed ---------------------------------------------------------------- 9 Sole Dispositive Power None ---------------------------------------------------------------- 10 Shared Dispositive Power 649,600 shares, as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned By Each Reporting Person 649,600 shares, as to all of which beneficial ownership is disclaimed - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* [X] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 7.17% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - 6 of 13 - CUSIP No. 872879101 13D ITEM 1. Security and Issuer. - ------- ------------------- The class of equity securities to which this statement relates is the Common Stock of TSI International Software LTD ("the Issuer"), whose principal executive offices are located at 45 Danbury Road, Wilton, CT 06807. ITEM 2. Identity and Background. - ------ ----------------------- This statement is being filed by Amerindo Investment Advisors Inc., a California corporation whose principal executive offices are located at One Embarcadero Center, Suite 2300, San Francisco, California, 94111 ("Amerindo"), Amerindo Investment Advisors, Inc., a Panama corporation, whose principal executive offices are located at Edificio Sucre, Calle 48 Este, Bella Vista, Apartado 6277, Panama 5, Panama ("Amerindo Panama"), Alberto W. Vilar and Gary A. Tanaka. Although this statement is being made jointly by Amerindo, Amerindo Panama, and Messrs. Vilar and Tanaka, each of them expressly disaffirms membership in any group under Rule 13D/A-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise. Amerindo is registered as an investment advisor under the Investment Advisors Act of 1940, as amended. Messrs. Alberto W. Vilar and Gary A. Tanaka, whose business addresses are the same as those set forth for Amerindo and each of whom is a U.S. citizen, are the only directors and executive officers of Amerindo Panama. They are also the only directors and executive officers of Amerindo, other than Mr. James H. Furey, Chief Operating Officer, and Mr. Joaquin Garcia-Larrieu, Chief Financial Officer. Mr. Furey and Mr. Garcia's business address is at Amerindo's offices at 399 Park Avenue, New York, New York 10022. Amerindo, Amerindo Panama, and Messrs. Vilar and Tanaka are sometimes hereinafter collectively referred to as the "Reporting Persons." Messrs. Vilar, Tanaka, Furey and Garcia are sometimes hereinafter collectively referred to as the "Other Named Individuals." During the last five Quarters, none of the Reporting Persons or Other Named Individuals has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any such individual or entity been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such individual or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. ITEM 3. Source and Amounts of Funds or Other Consideration. - ------- -------------------------------------------------- All purchases of the subject securities by the Reporting Persons have been in the ordinary course of the respective businesses of Amerindo and Amerindo Panama (collectively, the "Advisor Entities") as investment advisors. Accordingly, the funds used to purchase the subject securities have been client funds pertaining to accounts under management. Purchases of the Issuer's securities by the Named Individuals would all be and have all been made with their personal funds, except that margin credit may also be, and may have been, employed. - 7 of 13 - ITEM 4. Purpose of Transaction. - ------- ---------------------- All of the subject securities have been purchased by the Advisor Entities in the ordinary course of their respective businesses as investment advisors, and not with the purpose of effecting change or influencing the control of the issuer or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13D/A-3(b) under the Exchange Act. Additionally, because each of the Advisor Entities is obligated to act in the best interests of its respective clients and in accordance with the respective mandates of those clients, there is no agreement between or among any of the Reporting Persons to act together with respect to the Issuer or its securities, except that they may, from time to time and provided that transactions are otherwise being effected at the same time, aggregate orders for client accounts in order to receive more favorable trading terms. Any of the subject securities acquired or which might in the future be acquired by any of the Named Individuals have been and would be acquired for investment and not with the purpose of effecting change or influencing the control of the issuer or in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to Rule 13D/A-3(b) under the Exchange Act. ITEM 5. Interests in Securities of Issuer. - ------- --------------------------------- (a) See Exhibit "A" attached hereto for information setting forth for each of the Reporting Persons and for each Named Individual the aggregate number of shares of the Common Stock of Issuer beneficially owned by such person as of July 18, 1997, and the percentage which such shares constitute of the total number of shares outstanding, as reflected on Issuer's Form 10Q for the Quarter Ending March 31, 1997, unless information has been obtained as of a later date directly from the Issuer (with beneficial ownership determined as set forth in Rule 13D/A-3 under the Exchange Act, but disclaimed except as set forth in the Exhibit). (b) Messrs. Vilar and Tanaka share voting and dispositive power over all shares shown as owned by any of the Reporting Persons, however, each client of the Advisor Entities has the unilateral right to terminate the advisory arrangement with the Entity in question on notice which typically need not exceed 30 days. Each of the Other Named Individuals has sole voting and dispositive power as to the shares shown in Exhibit "A" as owned by him. (c) The table contained in Exhibit "B" attached hereto sets forth for each of the Reporting Persons and Named Individuals information concerning all acquisitions and dispositions of Issuer's Common Stock by any such person during the period beginning on May 19, 1997, and ending on July 18, 1997, including (i) the date of the transaction (ii) whether the transaction was a purchase or sale, (iii) the number of shares involved, and (iv) the price per share at which the transaction was effected. All transactions were effected on the open market. (d) The shares covered by this statement are all owned by clients of the Advisor Entities. No such person's interest in the securities included in this statement exceeds 5% of the class outstanding. (e) Inapplicable - 8 of 13 - ITEM 6. Contracts, Arrangements, Understandings or - ------ Relationships with Respect to Securities of the Issuer. ------------------------------------------ Messrs. Vilar and Tanaka are the sole shareholders and directors of each of the Advisor Entities. As stated above, clients of those Entities generally have the right to terminate their investment advisory arrangements with those Entities on notice of 30 days or less. ITEM 7. Material to be Filed as Exhibits. - ------ -------------------------------- Inapplicable. - 9 of 13 - SIGNATURES ---------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. AMERINDO INVESTMENT ADVISORS INC., a California corporation By: /s/ Alberto W. Vilar -------------------------------------- ALBERTO W. VILAR, PRESIDENT AMERINDO INVESTMENT ADVISORS, INC., a Panama corporation By: /s/ Alberto W. Vilar -------------------------------------- ALBERTO W. VILAR, DIRECTOR /s/ Alberto W. Vilar -------------------------------------- ALBERTO W. VILAR /s/ Gary A. Tanaka -------------------------------------- GARY A. TANAKA - 10 of 13 - EXHIBIT A TSI INTERNATIONAL SOFTWARE LTD COMMON STOCK 872879101 The following table sets forth for each of the Reporting Persons and for each Other Named Individual the aggregate number of shares of the Common Stock of the Issuer beneficially owned by such person as of July 18, 1997, and the percentage which such shares constitute of the total number of shares outstanding, as reflected on the Issuer's Form 10Q for the Quarter Ending March 31, 1997, unless based on more recent information obtained directly from the Issuer (with beneficial ownership determined as set forth in Rule 13D/A-3 under the Exchange Act, but disclaimed as set forth in the footnote): NAME NO. OF SHARES (1) PERCENT OF CLASS ---- ------------- ---------------- Amerindo 382,600 4.22% Amerindo Panama 267,000 2.95% Alberto W. Vilar 649,600 7.17% Gary A. Tanaka 649,600 7.17% James H. Furey 0 0.00% Joaquin Garcia 0 0.00% _____________________________________ (1) Messrs. Vilar and Tanaka, as the sole directors and shareholders of each of the Advisor Entities, share voting and investment power as to all shares shown as owned by the Advisor Entities, but they and the Advisor Entities disclaim ownership of any of such shares. Each client of the Advisor Entities has the unilateral right to terminate the advisory arrangement with the Entity in question on notice which typically need not exceed 30 days. - 11 of 13 - EXHIBIT B TSI INTERNATIONAL SOFTWARE LTD COMMON STOCK 872879101 The following table sets forth for each of the Reporting Persons and Other Named Individuals information concerning all acquisitions and dispositions of the Issuer's Common Stock by any such person during the period beginning on May 19, 1997, and ending on July 18, 1997, including (i) the date of the transaction (ii) whether the transaction was a purchase or sale, (iii) the number of shares involved, and (iv) the price per share at which the transaction was effected. All transactions were effected on the open market. Type of Number Price Name Date Transaction of Shares per Share - ---- ---- ----------- --------- --------- Amerindo 07-08-97 Buy 25,000 12.2250 Amerindo 07-08-97 Buy 40,000 12.5470 Amerindo 07-09-97 Buy 10,000 12.6250 Amerindo 07-09-97 Buy 300 12.2500 Amerindo 07-10-97 Buy 30,000 12.0000 Amerindo 07-10-97 Buy 14,800 12.0616 Amerindo 07-14-97 Buy 30,000 13.8972 Amerindo 07-14-97 Buy 130,000 14.0000 Amerindo 07-18-97 Buy 92,500 13.0000 Amerindo 07-18-97 Buy 10,000 13.1250 Amerindo Panama 07-02-97 Buy 52,000 9.0000 Amerindo Panama 07-03-97 Buy 50,000 11.2000 Amerindo Panama 07-03-97 Buy 37,500 11.0600 Amerindo Panama 07-07-97 Buy 80,000 11.1250 Amerindo Panama 07-07-97 Buy 35,000 11.1880 Amerindo Panama 07-07-97 Buy 12,500 11.2500 - 12 of 13 - EXHIBIT C TSI INTERNATIONAL SOFTWARE LTD COMMON STOCK 872879101 We hereby agree that the within Statement on Schedule 13D regarding our beneficial ownership of Common Stock is filed on behalf of each of us. AMERINDO INVESTMENT ADVISORS INC., a California corporation By: /s/ Alberto W. Vilar -------------------------------------- ALBERTO W. VILAR, PRESIDENT AMERINDO INVESTMENT ADVISORS, INC., a Panama corporation By: /s/ Alberto W. Vilar -------------------------------------- ALBERTO W. VILAR, DIRECTOR /s/ Alberto W. Vilar -------------------------------------- ALBERTO W. VILAR /s/ Gary A. Tanaka -------------------------------------- GARY A. TANAKA - 13 of 13 - -----END PRIVACY-ENHANCED MESSAGE-----