Table of Contents

PROSPECTUS

$25,000,000

12 ³/4% Senior Subordinated Notes due 2009

This prospectus relates to the offering for resale from time to time by the selling noteholder named herein of an aggregate principal amount of $25,000,000 of our 12 ³/4% Senior Subordinated Notes due 2009. The notes being offered by the selling noteholder were initially issued on February 6, 2002 in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended. The notes being offered by the selling noteholder are sometimes referred to in this prospectus as the “resale notes.”

We currently have outstanding an aggregate principal amount of $245,000,000 of 12 ³/4% Senior Subordinated Notes due 2009, of which the resale notes are a part. Of this amount, $215,000,000 of the outstanding notes are Series B 12 ³/4% Senior Subordinated Notes which have been registered with the SEC and were exchanged for a like amount of unregistered 12 ³/4% Senior Subordinated Notes due 2009 on July 30, 2002. The selling noteholder was not permitted to participate in the exchange offer because it is our affiliate. As a result, the resale notes are currently restricted securities and will remain so until transferred pursuant to this prospectus or pursuant to an available exemption from registration in which the restrictions on transfer lapse.

Interest is payable on February 1 and August 1 of each year, beginning August 1, 2002. These notes will mature on February 1, 2009. We may redeem all or part of the notes on or after February 1, 2006. Before February 1, 2005, we may redeem up to 35% of the notes from the proceeds of certain equity offerings. Redemption prices are set forth under “Description of the Notes—Optional Redemption.”

The notes are guaranteed on a senior subordinated basis by our parent companies and all of our existing and future domestic subsidiaries. The notes and the guarantees are our and the guarantors’ general, unsecured obligations, are subordinated to our and the guarantors’ senior debt, will be subordinated to future senior debt that we and the guarantors are permitted to incur under our senior credit facility and the indenture governing the notes and will be equal in right of payment to our and the guarantors’ future subordinated indebtedness.

The selling noteholder will receive all of the proceeds from the sale of the resale notes, although we will bear the expenses related to offering the resale notes. The selling noteholder, directly through underwriters, broker-dealers or agents to be designated from time to time, may sell the resale notes from time to time in the over-the-counter market, on a securities exchange on which the notes are then listed, in negotiated transactions, through the writing of options or otherwise and at prices and on terms to be determined at the time of sale.

For a discussion of certain factors that you should consider before purchasing the notes, see “ Risk Factors” beginning on page 14 of this prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the notes or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

December 4, 2003

Table of Contents

We have not authorized anyone to give any information or represent anything to you other than the information contained in this prospectus. You must not rely on any unauthorized information or representations.

TABLE OF CONTENTS

ACCESS S&E^®, ACCESS^®, ACCESSibility^®, FMR Plus^®, Follow Me Roaming Plus^®, FMR^®, Follow Me Roaming^®, FraudManager^®, FraudX^®, INLink^®, STREAMLINER^® and Visibility^® are each a registered trademark or a registered service mark of the company. CCNS^SM, Fleet-On-Track^SM, inpack^SM, UniRoam^SM and WIN4^SM are service marks of the company. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective holders.

2

Table of Contents

MARKET, RANKING AND OTHER DATA

The data included in this prospectus regarding markets and ranking, including the size of certain service markets and our position and the position of our competitors within these markets, are based on independent industry publications, reports from government agencies or other published industry sources and our estimates are based on our management’s knowledge and experience in the markets in which we operate. Our estimates have been based on information obtained from our customers, suppliers, trade and business organizations and other contacts in the markets in which we operate. We believe these estimates to be accurate as of the date of this prospectus. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in a survey of market size. In addition, consumer preferences can and do change. As a result, you should be aware that market, ranking and other similar data included in this prospectus, and estimates and beliefs based on such data, may not be reliable.

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, including without limitation the statements under “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” The words “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

All forward-looking statements included in this prospectus are based on information available to us on the date of this prospectus. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this prospectus.

3

Table of Contents

SUMMARY

The following summary highlights certain significant aspects of our business and the resale notes, but you should read this entire prospectus, including the financial data and related notes, before making an investment decision. Under the terms of the agreement and plan of merger described herein, TSI Telecommunication Holdings, Inc. acquired TSI Telecommunication Services Inc. by merging its wholly owned subsidiary, TSI Merger Sub, Inc., into TSI Telecommunication Services Inc., with TSI Telecommunication Services Inc. as the surviving corporation which, as a result, became liable under the notes. In this prospectus, unless the context otherwise requires, references to the “issuer” or the “company” refer to TSI Telecommunication Services Inc. The terms “we,” “us,” “our” and other similar terms refer to the consolidated businesses of TSI Telecommunication Holdings, LLC and all of its subsidiaries, including the company. The term “successor” refers to TSI Telecommunication Holdings, LLC and all of its subsidiaries, including the company, following the acquisition of the company on February 14, 2002. The historical financial results of Brience, Inc., from February 14, 2002, which is the date that GTCR Fund VII, L.P. and its affiliates possessed common control of us and Brience, Inc., through July 23, 2003, which is the date that we acquired Brience, Inc., are included in the financial results of the successor because this acquisition is accounted for as a combination of entities under common control, similar to a pooling of interests. The term “predecessor” refers to TSI Telecommunication Services Inc. prior to being acquired by TSI Telecommunication Holdings, Inc. on February 14, 2002. You should carefully consider the information set forth under the heading “Risk Factors.” Certain capitalized terms used in this prospectus are defined in the glossary appearing at the end of this prospectus.

TSI Telecommunication Services Inc.

We are a leading provider of mission-critical transaction processing services to wireless telecommunication carriers throughout the world. Our transaction-based technology interoperability, network and call processing services simplify the interconnection and management of complex voice and data networks. We address technology interoperability complexities as the largest clearinghouse in the United States for the billing and settlement of wireless roaming telephone calls, with an estimated market share of approximately 60% in 2002 based on wireless subscribers. We also own one of the largest unaffiliated Signaling System 7 (“SS7”) networks in the United States. SS7 is the telecommunication industry’s standard network signaling protocol used by substantially all carriers to enable the setup and delivery of wireless and wireline telephone calls. Our network services also allow our customers to access intelligent network services and monitor network performance and subscriber activity on a real-time basis. In addition, we are the industry’s leading developer and provider of call processing solutions that enable seamless regional, national and international wireless roaming telephone service.

Industry Trends

Demand for our services is driven primarily by the number of wireless telephone subscribers, the volume of wireless roaming telephone calls and the increasing technological complexities associated with the proliferation of different communication standards and protocols within telecommunication networks. The number of U.S. wireless subscribers has grown from 14.7 million in 1993 to 141.6 million in 2002, according to the Cellular Telecommunications and Internet Association (the “CTIA”). The U.S. wireless subscriber base is expected to grow to over 215.0 million by 2007 (Kagan World Media). In conjunction with the projected growth in the number of U.S. wireless subscribers, we believe the annual number of billable wireless roaming telephone calls will also continue to increase. Growth in wireless subscribers and wireless roaming telephone calls has been driven by improved wireless service quality, decreased cost of service and increased wireless telephone service coverage both in the U.S. and abroad. Wireless telephone service coverage has increased due to the build out of networks in new and existing markets and increased roaming arrangements among carriers that allow subscribers of one carrier to use another carrier’s network while traveling out of the subscribers’ home market.

4

Table of Contents

These developments have been accompanied by increased technological complexities associated with the proliferation of different network architectures, including various mobile switch types (e.g., Lucent, Nortel, Ericsson and Motorola), diverse signaling standards (e.g., CDMA, TDMA and GSM), distinct billing record formats (e.g., CIBER and TAP) and multiple network protocols (e.g., X.25, Frame Relay, SS7 and IP). Despite these complexities, wireless carriers are required to provide seamless regional, national and international wireless telephone service coverage in order to attract and retain subscribers. We expect these complexities to increase as wireless carriers introduce new network technologies to enable wireless messaging, data and e-commerce solutions.

An added complexity to the wireless industry is the federal mandate requiring carriers to offer wireless local number portability (WLNP). The implementation of WLNP impacts nearly every system within a carrier’s operations, including network signaling and routing, switch upgrades, billing, point of sale and customer service. The Federal Communications Commission (FCC) mandate, which allows customers to change their telecommunication service provider while keeping their existing telephone number, requires wireless carriers to change or “port” and activate a customer’s service within 2.5 business hours of the initial customer request. By November 24, 2003, wireless operators must offer full portability throughout their networks, including the ability to support roaming. In order to port numbers, carriers need to exchange information with other carriers and transmit information to the regional Number Portability Administration Centers (NPACs). The business and technical impacts of this mandate present significant revenue opportunities for us, as the implementation and management of WLNP technical solutions is not a core competency of carriers.

These technological challenges have made revenue assurance, cost management and delivery of quality service increasingly difficult for carriers. As a result, we believe wireless carriers will increasingly utilize trusted third-party service providers that offer outsourced solutions to assist in the management of interoperability, network and call processing complexities. We believe we offer the most comprehensive and advanced suite of services to meet these carriers’ needs. Our proven capabilities position us well to continue developing innovative solutions to enhance the technological advantage of our services and meet the industry’s evolving requirements.

Services

We provide a diverse set of services to meet the evolving requirements of the telecommunication services industry. These services include:

5

Table of Contents

Our revenues are primarily generated from transaction-based processing fees. In addition, we earn fixed monthly fees for network connections, principally to our SS7 network, as well as circuit and port fees. The following chart sets forth a breakdown of our revenues for the year ended December 31, 2002 for our four principal business services:

Customers

We serve more than 275 telecommunication service providers worldwide. Our customer base includes all of the top ten wireless carriers in the United States, including AT&T Wireless, Cingular Wireless, Sprint PCS, Verizon Wireless and T-Mobile. We also serve wireless companies in Latin America, Asia Pacific and Europe, including, among others, China Unicom, NTT DoCoMo, T-Mobile International, Telstra, Telefónica, and Telcel. In addition, we provide services to wireline providers such as competitive local exchange carriers, local exchange carriers and interexchange carriers. We have a revenue guaranty agreement with respect to revenues from our largest customer, Verizon Wireless. See “Certain Relationships and Related Transactions.”

Competitive Strengths

We believe that the following strengths will allow us to continue to enhance our operating profitability and cash flow:

6

Table of Contents

Business Strategy

We intend to continue to strengthen our market leadership position, maximize profitability and enhance cash flow through the following strategies:

7

Table of Contents

The Transactions

On February 14, 2002, TSI Telecommunication Holdings, Inc. acquired the company by merging its wholly owned subsidiary, TSI Merger Sub, Inc., with and into TSI Telecommunication Services Inc. Pursuant to the merger agreement, Verizon Information Services Inc. received merger consideration equal to $770.0 million in cash. TSI Telecommunication Holdings, Inc. is a corporation formed by TSI Telecommunication Holdings, LLC, which is owned by GTCR Fund VII, L.P., certain of its affiliates and co-investors, G. Edward Evans and certain other members of our management, who we collectively refer to as the “equity investors.” For ease of reference, we refer to TSI Telecommunication Holdings, LLC as “TSI LLC,” TSI Telecommunication Holdings, Inc. as “TSI Inc.” and TSI Merger Sub, Inc. as “Merger Sub.” The following events occurred pursuant to the merger agreement and related documents and are collectively referred to as the “Transactions”:

Concurrently with the closing of the Transactions, the company entered into an agreement pursuant to which it contributed on May 14, 2002 certain of the assets and liabilities associated with its network services group to a newly formed corporate subsidiary, TSI Telecommunication Network Services Inc. (“TSI Networks”). The outstanding ownership interests of this subsidiary consist of voting participating preferred stock and non-voting common stock. The company owns all of the voting participating preferred stock, which accrues dividends at a rate of 10% per annum, compounded annually, and has a liquidation preference equal to the fair market value of the transferred assets as of the date of transfer. All of the shares of non-voting common stock are owned by TSI LLC.

Our business was founded in 1987 as GTE Telecommunication Services Inc., a unit of GTE. In 2000, when GTE and Bell Atlantic merged to form Verizon Communications Inc., we became an indirect, wholly owned subsidiary of Verizon. In addition, in June of 2000, we acquired GTE’s Intelligent Network Services business to further broaden our network services offering and expand our wireline customer base. In February 2002, the company was acquired by TSI Inc., a corporation owned by TSI LLC, whose members include affiliates and co-investors of GTCR Golder Rauner, LLC and members of our senior management. Our principal executive offices are located at One Tampa City Center, Suite 700, Tampa, Florida 33602, and our telephone number is (813) 273-3000. Our website is www.tsiconnections.com. Our website and the information included therein are not part of this prospectus.

8

Table of Contents

Summary of the Offering

The form and terms of the resale notes are the same as the form and terms of the outstanding exchange notes, except that the resale notes are currently restricted securities and will remain so until transferred pursuant to this prospectus or pursuant to an available exemption from registration in which the restrictions on transfer lapse. The resale notes represent the same debt as the exchange notes. Both the resale notes and the exchange notes are governed by the same indenture. Unless otherwise required by the context, we use the term “notes” in this prospectus to collectively refer to the resale notes and the exchange notes and the term “guarantees” to collectively refer to the resale guarantees and the exchange guarantees.

Issuer: TSI Telecommunication Services Inc.

As part of the Transactions, TSI Merger Sub, Inc., the original issuer of the notes, was merged into TSI Telecommunication Services Inc., which was the surviving corporation and became liable under the notes.

Notes Offered: $25,000,000 in aggregate principal amount of 12 ³/4% Senior Subordinated Notes due 2009. We may issue additional notes in the future, subject to the covenants in the indenture.

Use of Proceeds: We will not receive any proceeds from the sale of the resale notes offered by this prospectus.

Guarantees: All payments with respect to the resale notes, including principal and interest, are fully and unconditionally guaranteed on an unsecured senior subordinated basis by the issuer’s ultimate parent company, the issuer’s direct parent company and each of the issuer’s existing and future domestic subsidiaries, other than subsidiaries treated as unrestricted subsidiaries. Each of these guarantors also guarantee our senior credit facility. The guarantees of our parent and our ultimate parent will be released under certain circumstances.

Maturity Date: February 1, 2009.

Interest Payment Dates: February 1 and August 1, commencing August 1, 2002.

Rankings: The resale notes and the resale guarantees will be unsecured and:

The Transactions were completed on February 14, 2002. As of September 30, 2003:

Optional Redemption: On or after February 1, 2006, the issuer may redeem some or all of the notes at any time at the redemption prices described in the section “Description of the Notes—Optional Redemption.”

Before February 1, 2005, the issuer may redeem up to 35% of the aggregate principal amount of notes issued under the indenture with the net cash proceeds of certain equity offerings, provided that at least 65% of the aggregate principal amount of notes issued under the indenture remains outstanding after the redemption.

9

Table of Contents

Mandatory Redemption: If the issuer sells certain assets or experiences specific kinds of changes in control, the issuer must offer to repurchase the notes at the prices, plus accrued and unpaid interest, if any, to the date of redemption, listed in the section “Description of the Notes—Repurchase at the Option of Holders.”

Covenants: The issuer issued the notes under an indenture among itself, the guarantors and the trustee. The indenture (among other things) limits the issuer’s ability and that of its restricted subsidiaries to:

Each of the covenants is subject to a number of important exceptions and qualifications. See “Description of the Notes—Certain Covenants.”

Transfer: The resale notes are currently restricted securities and will remain so until transferred pursuant to this prospectus or pursuant to an available exemption from registration on which the restrictions on transfer lapse.

Original Issue Discount: The notes were issued with original issue discount for federal income tax purposes. Thus, in addition to the stated interest on the notes, holders will be required to include the amounts representing the original issue discount in gross income on a constant yield basis for federal income tax purposes in advance of receipt of the cash payments to which such income is attributable.

The Initial Offering of Notes: We sold the 12 ³/4% senior subordinated notes due 2009 on February 6, 2002 to Lehman Brothers Inc. We refer to Lehman Brothers Inc. in this prospectus as the “initial purchaser.” The initial purchaser subsequently resold the outstanding notes to qualified institutional buyers, including the selling noteholder, pursuant to Rule 144A under the Securities Act of 1933, as amended and to non-U.S. Persons within the meaning of Regulation S under the Securities Act.

Registration Rights Agreement: Simultaneously with the initial sale of the outstanding notes, we entered into a registration rights agreement with respect to an exchange offer and this shelf registration statement. In the registration rights agreement, we agreed, among other things, to use our reasonable best efforts to file a registration statement with the SEC and to complete an exchange offer. We also agreed to file a shelf registration statement to register the notes for resale for noteholders who were not permitted to participate in the exchange offer.

The Exchange Offer: We completed the exchange offer on July 30, 2002.

Shelf Registration: On July 31, 2002, the selling noteholder notified us that it was not permitted to participate in the exchange offer and exercised its right under the registration rights agreement to require us to file this shelf registration statement.

For a discussion of certain risks that should be considered in connection with an investment in the notes, see “Risk Factors.”

10

Table of Contents

Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial Data

The following table sets forth our summary historical and unaudited pro forma condensed consolidated financial data for the periods ended and at the dates indicated. We have derived the historical consolidated financial data as of December 31, 2001 and 2002 and for each of the two years in the period ended December 31, 2001 and for the period from January 1, 2002 to February 13, 2002 and the period from February 14, 2002 to September 30, 2002 from our audited financial statements included elsewhere in this prospectus. We have derived the historical consolidated financial data as of September 30, 2003, the nine months ended September 30, 2003 and the period from February 14, 2002 to September 30, 2002 from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. We have derived our unaudited consolidated financial data as of February 13, 2002 and September 30, 2002 from our unaudited consolidated financial statements not included herein. We have derived the historical consolidated financial data as of December 31, 2000 from our audited consolidated financial statements that are not included in this prospectus. We have derived the pro forma information as of and for the period from January 1, 2002 to February 13, 2002 and the year ended December 31, 2002 from our unaudited condensed consolidated pro forma financial statements included elsewhere herein.

The term “successor” refers to TSI Telecommunication Holdings, LLC and all of its subsidiaries, including the company, following the acquisition of the company on February 14, 2002. The historical financial results of Brience, Inc., from February 14, 2002, which is the date that GTCR Fund VII, L.P. and its affiliates possessed common control of us and Brience, Inc., through July 23, 2003, which is the date that we acquired Brience, Inc., are included in the financial results of the successor because this acquisition is accounted for as a combination of entities under common control, similar to a pooling of interests. The term “predecessor” refers to TSI Telecommunication Services Inc. prior to being acquired by TSI Telecommunication Holdings, Inc. on February 14, 2002.

11

Table of Contents

(Footnotes on following page)

12

Table of Contents

13

Table of Contents

RISK FACTORS

You should carefully consider the following factors, in addition to the other information contained in this prospectus, when deciding whether to purchase the notes.

Risks Relating to the Notes

Our substantial indebtedness could have a material adverse effect on our financial health and prevent us from fulfilling our obligations under the notes.

We have significant debt service obligations. As of September 30, 2003, outstanding indebtedness (including the current portion of $26.8 million) totaled approximately $466.2 million ($453.1 million net of discount) and total unit holders’ equity totaled approximately $273.0 million. We are the borrower of all of this outstanding indebtedness. You should read the discussions under the headings “Capitalization” and “Unaudited Pro Forma Condensed Consolidated Financial Statements” for further information about our substantial indebtedness.

Our substantial debt could have important consequences to you. For example, it could:

We are able to incur substantial additional debt in the future under the indenture. The addition of further debt to our current debt levels could intensify the leverage-related risks that we now face. The indenture also permits us to incur additional debt which may be senior to the notes and the guarantees and which may be secured.

In addition, the indenture and our senior credit facility contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of all of our debts.

Our ability to make payments on the notes depends on our ability to generate sufficient cash in the future.

Our ability to make payments on and to refinance our debt, including the notes, and to fund planned capital and development expenditures or opportunities that may arise, such as acquisitions of other businesses, will depend on our ability to generate sufficient cash in the future. This, to some extent, is subject to general economic, financial, competitive and other factors that are beyond our control.

Based on our current level of operations and anticipated cost savings and operating improvements, we believe our cash flow from operations, available cash and available borrowings under our senior credit facility will be adequate to meet our future liquidity needs for at least the next 12 months.

14

Table of Contents

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior credit facility in an amount sufficient to enable us to repay our debt, including the notes, or to fund our other liquidity needs. If our future cash flow from operations and other capital resources is insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional debt or equity capital or restructure or refinance all or a portion of our debt, including the notes, on or before maturity. We cannot assure you that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In addition, the terms of our existing and future indebtedness, including the notes and our senior credit facility, may limit our ability to pursue any of these alternatives.

Your right to receive payments on these notes is junior to our existing senior indebtedness and possibly all of our future borrowings. Further, the guarantees of these notes are junior to all of our guarantors’ existing senior indebtedness and possibly to all of their future borrowings.

These notes and the guarantees rank behind all of our and our guarantors’ existing senior indebtedness and all of our and their future borrowings, except any future indebtedness that expressly provides that it ranks equal with, or subordinated in right of payment to, the notes and the guarantees. As a result, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors or our or their property, the holders of our senior debt and the senior debt of our guarantors will be entitled to be paid in full and in cash before any payment may be made with respect to the notes or the guarantees.

In addition, all payments on the notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 consecutive days in the event of certain non-payment defaults on senior debt.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the notes will participate with trade creditors and all other holders of our and the guarantors’ subordinated indebtedness in the assets remaining after we and the guarantors have paid all of our and their senior debt. However, because the indenture requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, we and the guarantors may not have sufficient funds to pay all of our creditors and holders of the notes may receive less, ratably, than the holders of our senior debt.

As of September 30, 2003, the notes and the guarantees were subordinated to $221.2 million of senior debt ($212.2 million net of discount) and $35.0 million was available for borrowing as additional senior debt under our senior credit facility. We are permitted to borrow additional indebtedness, including senior debt, in the future under the terms of the indenture.

The issuer’s and the guarantors’ assets secure our new senior credit facility.

Our senior credit facility is secured by all of the issuer’s assets and the assets of its guarantors. Therefore, your claims will also be effectively subordinated to the extent of the value of the assets that secure our senior credit facility.

Parent guarantors’ sole sources of operating income are derived from the issuer and you should therefore not rely on the parent guarantees in evaluating an investment in the notes.

The parent guarantors unconditionally guarantee the notes on an unsecured senior subordinated basis. The parent guarantors are holding companies whose sole sources of operating income and cash flow are derived from us and whose only material assets are our capital stock. Accordingly, the parent guarantors are dependent upon

15

Table of Contents

the earnings and cash flow of, and dividends and distributions from, us to perform on the parent guarantees. As a result, the parent guarantees provide little, if any, additional credit support for the notes and you should not rely on the parent guarantees in evaluating whether to invest in the notes.

Fraudulent conveyance laws may adversely affect the validity and enforceability of the guarantees of the notes.

The issuer and all of its existing and future domestic restricted subsidiaries will guarantee the payment of the notes. The issuer’s future foreign subsidiaries and unrestricted subsidiaries, if any, will not guarantee the notes.

Although laws differ among various jurisdictions, in general, under fraudulent conveyance laws, a court could subordinate or avoid any guarantee if it found that:

The measure of insolvency for purposes of fraudulent transfer laws varies depending on the law applied. Generally, however, a guarantor would be considered insolvent if:

On the basis of historical financial information, recent operating history and other factors, we believe that at the time each existing guarantor issued its guarantee, it was not insolvent, it did not have unreasonably small capital for the business in which it is engaged and it did not incur debts beyond its ability to pay such debts as they mature. We can give no assurance, however, that a court would agree with our conclusions in this regard.

If a court avoided a guarantee as a result of a fraudulent conveyance, or held it unenforceable for any other reason, you would cease to have any claim in respect of the guarantor and would be a creditor solely of the issuer and any guarantor whose guarantee was not voided or held unenforceable.

Restrictions in our outstanding debt instruments may limit our ability to make payments on the notes or operate our business.

Our senior credit facility and the indenture governing the notes contain covenants that limit the discretion of our management with respect to certain business matters. These covenants significantly restrict our ability to (among other things):

16

Table of Contents

In addition, our senior credit facility requires us to meet certain financial ratios and financial condition tests. You should read the discussions under the headings “Description of Senior Credit Facility—Certain Covenants” and “Description of the Notes—Certain Covenants” for further information about these covenants. Events beyond our control can affect our ability to meet these financial ratios and financial condition tests. Our failure to comply with these obligations could cause an event of default under our senior credit facility. If an event of default occurs, our lenders could elect to declare all amounts outstanding and accrued and unpaid interest on our senior credit facility to be immediately due, and the lenders thereafter could foreclose upon the assets securing the senior credit facility. In that event, we cannot assure you that we would have sufficient assets to repay all of our obligations, including the notes and the related guarantees. We may incur other indebtedness in the future that may contain financial or other covenants more restrictive than those applicable to our senior credit facility or the indenture governing the notes.

We may not be able to purchase the notes upon a change of control.

If a change of control, as defined in the indenture, occurs, the issuer will be required to make an offer for cash to repurchase all of the notes at a price equal to 101.0% of their principal amount plus any accrued and unpaid interest and liquidated damages, if any. If a change of control occurs, we cannot assure you that the issuer will have sufficient funds to pay the purchase price for any notes tendered to it. Some events involving a change of control may also cause an event of default under our senior credit facility or other indebtedness that we may incur in the future. If a change of control occurs at a time when the issuer is prohibited from purchasing the notes under other debt agreements, we could seek the consent of our lenders to purchase the notes or could attempt to refinance the borrowings that prohibit the issuer’s repurchase of the notes. If we do not obtain that consent or repay those borrowings, the issuer would remain prohibited from purchasing the notes. In that case, the issuer’s failure to purchase any of the tendered notes would constitute an event of default under the indenture governing the notes, which would likely cause a default under other indebtedness. In that event, we would be required to repay all senior debt, including debt under our senior credit facility, before the issuer could repurchase the notes. You should read the discussions under the headings “Description of Senior Credit Facility,” “Description of the Notes—Subordination” and “Description of the Notes—Change of Control” for further information about these restrictions.

Increases in market interest rates will increase our debt service obligations.

A portion of our debt, including all of the debt incurred under our senior credit facility, bears interest at variable rates. An increase in the interest rates on our debt will reduce our funds available to repay the notes and our other debt and to finance our operations and future business opportunities and, as a result, will intensify the consequences of our leveraged capital structure. Our senior credit facility requires that a portion of our total outstanding debt effectively be at a fixed rate, whether through hedging or otherwise. In March 2003, we entered into an interest rate protection agreement that effectively caps the LIBOR exposure of $100 million of our senior credit facility at 3.0% for a period of two years. As of September 30, 2003, and as shown on the unaudited condensed consolidated balance sheet included elsewhere herein, $221.2 million of the total outstanding debt ($212.2 million net of discount) bore interest at variable rates.

The unitholders of TSI LLC are not obligated to make equity contributions in order to prevent the company from breaching its maintenance covenant.

The indenture contains a covenant entitled “Maintenance of Financial Condition,” which requires that the company prevent its Consolidated Leverage Ratio (as defined in the senior credit facility) from exceeding certain target ratios for two consecutive quarterly periods. This maintenance covenant also allows the unitholders of TSI LLC to make equity contributions to prevent or cure a default under this covenant. See “Description of the Notes—Certain Covenants—Maintenance of Financial Condition.” However, the TSI LLC unit holders are not obligated to make any such equity contributions. If the company fails to maintain its Consolidated Leverage Ratio at the specified targets for two consecutive quarterly periods and the unitholders of TSI LLC choose not to make the necessary equity contributions within 120 days of the default, then an event of default will be deemed to have occurred under the indenture.

17

Table of Contents

Risks Relating to Separating our Company from Verizon Communications Inc.

We expect that our revenues from Verizon and its affiliates will continue to decline following the Transactions.

We generated revenue from services provided to Verizon and its affiliates of $103.8 million, $122.4 million, and $104.7 million for the years 2002, 2001, and 2000, respectively, which represented approximately 31.0%, 33.9%, and 33.1% of our total revenues for each of those years, respectively. Based on conversations with Verizon, we expect that Verizon and its affiliates will continue to reduce the level of services they purchase from us following the Transactions as compared to historical levels.

In connection with the Transactions, we entered into an annual revenue guaranty agreement with Verizon Information Services, a subsidiary of Verizon Communications and our parent company prior to the Transactions, wherein Verizon Information Services agreed to pay us 82.5% of the amount, if any, by which our revenues from Verizon Wireless and certain of its affiliates are less than specified annual targets from the date of the closing of the acquisition through December 31, 2005. For more information regarding the terms of this agreement, see “Certain Relationships and Related Transactions—Revenue Guaranty Agreement.”

Our financial performance will be materially adversely affected if we are unable to increase our revenues from other new or existing customers to offset this anticipated continued decline.

We may not realize the benefits we expect to receive from our separation from Verizon.

We believe that certain potential customers have been concerned that using our services would benefit Verizon and that Verizon might obtain access through us to confidential information regarding such customers’ infrastructure, network and strategic financial position. Further, we cannot give you any assurance as to the amount or timing of revenues which may be earned from any new customers, if any.

Conflicts of interest may arise between us and Verizon relating to our past and ongoing relationships.

Verizon and its affiliates are collectively our largest customer and may continue to be so for a significant period of time. As a result, conflicts of interest may arise between Verizon and us in a number of areas relating to our past and ongoing relationships, including:

We cannot assure you that we will be able to resolve any potential conflicts or that, if resolved, we would not be able to receive more favorable resolution if we were dealing with a party with which we were never affiliated.

Our historical financial information may have limited relevance.

The historical financial information we have included in this prospectus may not reflect what our results of operations, financial position and cash flows would have been had we been a separate, stand-alone entity during the periods presented or what our results of operations, financial position and cash flows will be in the future. This is because:

18

Table of Contents

As a result, you will have limited information on which to evaluate our business and your investment decision. Although we believe that our estimates of the costs of operating our business as a stand-alone entity are reasonable, it is possible that our actual costs will be higher than our current estimates.

Risks Relating to our Business

System failures, delays and other problems could harm our reputation and business, cause us to lose customers and expose us to customer liability.

Our success depends on our ability to provide reliable services. Our operations could be interrupted by any damage to or failure of:

Our systems and operations are also vulnerable to damage or interruption from:

Any such damage or failure or the occurrence of any of these events could disrupt the operation of our network and the provision of our services and result in the loss of current and potential customers.

We depend on a small number of customers for a significant portion of our revenues and the loss of any of our major customers would harm us.

We depend on a relatively small number of customers for a significant portion of our revenues. Our three largest customers in fiscal 2002 represented approximately 44.9% of our total revenues in the aggregate, while our ten largest customers in fiscal 2002 represented an aggregate of approximately 62.7% of our total revenues. We expect to continue to depend upon a relatively small number of customers for a significant percentage of our revenues. Because our major customers represent such a large part of our business, the loss of any of our major customers could negatively impact our business.

Our major customers may decide not to continue to purchase services from us at current levels or at all. In the past, consolidation among our customers has caused us to lose transaction volume. In the future, our transaction volume may decline for similar reasons. We may not be able to expand our customer base to make up any sales shortfalls if we lose a major customer. Our attempts to diversify our customer base and reduce our reliance on particular customers may not be successful.

19

Table of Contents

Our reliance on third-party communications software, hardware and infrastructure providers exposes us to a variety of risks we cannot control.

Our success depends on software, equipment, links and infrastructure hosting services provided to us by our vendors. We cannot assure you that we will be able to continue to purchase this software, equipment and services from these vendors on acceptable terms, if at all. If we are unable to maintain current purchasing terms or ensure service availability with these vendors, we may lose customers and experience an increase in costs in seeking alternative supplier services.

Our business also depends upon the capacity, reliability and security of the infrastructure owned and managed by third parties that is used by our technology interoperability, network and call processing services. We have no control over the operation, quality or maintenance of a significant portion of that infrastructure and whether or not those third parties will upgrade or improve their software, equipment and services. We depend on these companies to maintain the operational integrity of our services. If one or more of these companies is unable or unwilling to supply or expand its levels of service to us in the future, our operations could be severely interrupted. In addition, rapid changes in the telecommunication industry have led to the merging of many companies. These mergers may cause the availability, pricing and quality of the services we use to vary and could cause the length of time it takes to deliver the services that we use to increase significantly.

Our ability to provide wireless local number portability (WLNP) services may be adversely impacted by technical, regulatory or legislative risks which would have a material impact on expected revenues and contribution for these services.

Our success in implementing WLNP will depend on our ability to provide reliable services. All of our WLNP services are capable of supporting the technical requirements for wireless local number portability. While we have extensively tested the operations of our systems, our platform may not perform as expected in a production environment. Failure to deliver on service level agreements for these services could result in lower revenues or higher costs.

Our WLNP platform incorporates software and systems provided by third parties. While we are working closely with these third parties, we have no control over the operation, quality or maintenance of a significant portion of that infrastructure and whether or not those third parties may upgrade or improve their software, equipment and services. We depend on these companies to maintain the operational integrity of our services. If one or more of these companies is unable or unwilling to supply or expand its level of services to us in the future, our operations could be severely interrupted.

WLNP has been delayed in the past. While we expect that WLNP will be implemented by the wireless industry on November 24, 2003, regulatory or legislative proceedings could delay this implementation. A postponement could have a material impact on the expected revenue and contribution expected from these services.

The financial and operating difficulties in the telecommunication sector may negatively affect our customers and our company.

Recently, the telecommunication sector has been facing significant challenges resulting from excess capacity, poor operating results and financial difficulties. The sector’s access to debt and equity capital has been seriously limited. As a result, some of our customers have uncertain financial circumstances and some have filed for protection under the bankruptcy laws. The impacts to us could include slower collections on accounts receivable, higher bad debt experience, uncertainties due to possible customer bankruptcies, lower pricing on new customer contracts, lower revenues due to lower usage by the end customer and possible consolidation among our customers which puts us at risk of losing customers. In addition, because we are considered to operate in the telecommunication sector, we may also be negatively impacted by limited access to debt and equity capital, and lower trading prices for the notes.

20

Table of Contents

Our business depends on the acceptance and continued use of our technology interoperability, network and call processing services by the telecommunication industry to facilitate wireless and wireline communications.

Our future growth depends on our continued ability to be an intermediary between telecommunication carriers that provides connectivity and infrastructure solutions that simplify the management of today’s complex and rapidly converging communication networks. Our technology interoperability, network and call processing services are a vital component of our business and the primary source of our revenue. Our business will suffer if our target customers do not use our services to meet their technology interoperability, network and call processing requirements. Our future financial performance will also depend on the successful development, introduction and customer acceptance of new and enhanced technology interoperability, network and call processing services. We are not certain that our target customers will choose our particular services suite or continue to use our services. In the future, we may not be successful in marketing our current service offering or any new or enhanced services.

If we do not adapt to rapid technological change in the telecommunication industry, we could lose customers or market share.

Our industry is characterized by rapid technological change and frequent new service announcements. Significant technological changes could make our technology and services obsolete. We must adapt to our rapidly changing market by continually improving the features, functionality, reliability and responsiveness of our technology interoperability, network and call processing services and by developing new features, services and applications to meet changing customer needs. We cannot ensure that we will be able to adapt to these challenges or respond successfully or in a cost-effective way to adequately meet them. Our failure to do so would adversely affect our ability to compete and retain customers or market share. We sell our services primarily to traditional telecommunication companies. Many emerging companies are providing convergent Internet Protocol-based telecommunication services. Our future revenues and profits will depend, in part, on our ability to provide services to these Internet Protocol-based telephony providers.

The market for technology interoperability, network and call processing services is intensely competitive and many of our competitors have significant advantages that could adversely affect our business.

We compete in markets that are intensely competitive and rapidly changing. Increased competition could result in fewer customer orders, reduced gross margins and loss of market share, any of which could harm our business. We face competition from large, well-funded providers of technology interoperability, network and call processing services, such as Verisign, EDS and regional Bell operating companies. We believe certain customers may choose to deploy certain functionality currently provided by our services internally within their own network. We are aware of major Internet service providers, software developers and smaller entrepreneurial companies that are focusing significant resources on developing and marketing services that will compete with us. We anticipate continued growth of competition in the telecommunication industry and the entrance of new competitors into our business.

We expect that competition will increase in the near term and that our primary long-term competitors may not yet have entered the market. Many of our current and potential competitors have significantly more employees and greater financial, technical, marketing and other resources than we do. Our competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements than we can. Also, many of our current and potential competitors have greater name recognition and more extensive customer bases that they can use to their advantage.

Our failure to achieve or sustain market acceptance at desired pricing levels could impact our ability to maintain profitability or positive cash flow.

Competition and industry consolidation could result in significant pricing pressure. This pricing pressure could cause large reductions in the selling price of our services. For example, consolidation in the wireless

21

Table of Contents

services industry could give our customers increased transaction volume leverage in pricing negotiations. Our competitors may also provide customers with reduced costs for technology interoperability, network and call processing services, reducing the overall cost of solutions and significantly increasing pricing pressures on us. We may not be able to offset the effects of any price reductions by increasing the number of our customers, generating higher revenues from enhanced services or reducing our costs. In addition, the selling price of our services provided to customers may be reduced as the volume of services purchased by customers increases. In many cases, our services are subject to certain volume-based pricing discounts on an individual customer basis as the amount of services purchased by the customer increases. We believe that the business of providing technology interoperability, network and call processing services will likely see increased consolidation in the future. Consolidation could decrease selling prices and increase competition in these industries, which could erode our market share, revenues and operating margins.

The inability of our customers to successfully implement our services with their existing systems could adversely affect our business.

Significant technical challenges exist in our business because many of our customers:

Some customers may also require us to develop costly customized features or capabilities, which increase our costs and consume a disproportionate share of our limited customer service and support resources. Our customers’ ability to deploy our technology interoperability, network and call processing services to their own customers and integrate them successfully within their systems depends on our customers’ capabilities and the complexity involved. Difficulty in deploying those services could reduce our operating margins due to increased customer support and could cause potential delays in recognizing revenue until the services are implemented.

Capacity limits on our technology interoperability, network and call processing services software and hardware may be difficult to project and we may not be able to expand and upgrade our systems to meet increased use.

As customers’ usage of our services increases, we will need to expand and upgrade our technology and network software and hardware. We may not be able to accurately project the rate of increase in usage on our solutions. In addition, we may not be able to expand and upgrade, in a timely manner, our systems and network hardware and software capabilities to accommodate increased usage of our services. If we do not appropriately expand and upgrade our systems and network software and hardware we may lose customers and revenues.

We may need additional capital in the future and it may not be available on acceptable terms.

We may require more capital in the future to:

22

Table of Contents

We cannot assure you that additional financing will be available on terms favorable to us, or at all. The terms of available financing may place limits on our financial and operating flexibility. If adequate funds are not available on acceptable terms, we may be forced to reduce our operations or abandon expansion opportunities. Moreover, even if we are able to continue our operations, the failure to obtain additional financing could reduce our competitiveness as our competitors may provide better maintained networks or offer an expanded range of services.

Regulations affecting our customers and future regulations to which we may be subject may adversely affect our business.

Although we are not subject to telecommunication industry regulations, the business of our customers is subject to regulation that indirectly affects our business. The U.S. telecommunication industry has been subject to continuing deregulation since 1984, when AT&T was required to divest ownership of the Bell telephone system. We cannot predict when, or upon what terms and conditions, further regulation or deregulation might occur or the effect of regulation or deregulation on our business. Several services that we offer may be indirectly affected by regulations imposed upon potential users of those services, which may increase our costs of operations. In addition, future services we may provide could be subject to direct regulation.

We may not be able to receive or retain licenses or authorizations that may be required for us to sell our services overseas.

The sales and marketing of our services overseas are subject to the U.S. Export Control regime. Services of a commercial nature are subject to regulatory control by the Department of Commerce’s Bureau of Export Administration and to the detailed Export Administration Regulations. In the future, Congress may require us to obtain export licenses or other export authorizations to export our services abroad, depending upon the nature of services being exported, as well as the country to which the export is to be made. There is no guarantee that an application for export licenses or other authorizations will be granted or approved. Further, the export license/export authorization process is often time-consuming. Violation of export control regulations could subject us to fines and other penalties, such as losing the ability to export for a period of years, which would have an adverse effect on our business, financial condition and results of operations.

We could be adversely affected by environmental and safety requirements.

We are subject to the requirements of foreign, federal, state and local environmental and occupational health and safety laws and regulations. These requirements are complex, constantly changing and have tended to become more stringent over time. It is possible that these requirements may change or liabilities may arise in the future in a manner that could have a material adverse effect on our business, financial condition and results of operations. We cannot assure you that we have been or will be at all times in complete compliance with all such requirements or that we will not incur material costs or liabilities in connection with those requirements in the future.

The loss of key personnel could have a material adverse effect on our business, financial condition and results of operations.

Our continued success will largely depend on the efforts and abilities of our executive officers and other key employees. Our ability to effectively sell existing services, develop and introduce new services, and integrate certain acquired businesses will also depend on the efforts and abilities of our officers and key employees. Our operations could be adversely affected if, for any reason, a number of these officers or key employees did not remain with us.

The costs and difficulties of acquiring and integrating complementary businesses and technologies could impede our future growth and adversely affect our competitiveness.

As part of our growth strategy, we intend to consider acquiring complementary businesses. Currently, we do not have any commitments or agreements relating to any material acquisitions. Future acquisitions could result in

23

Table of Contents

potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and an increase in amortization expense related to identifiable intangible assets acquired, which could have a material adverse effect upon our business, financial condition and results of operations. Risks we could face with respect to acquisitions include:

Our potential expansion into international markets may be subject to uncertainties that could affect our operating results.

Our growth strategy contemplates expanding our operations into foreign jurisdictions. International operations and business expansion plans are subject to numerous additional risks, including:

If we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these and other risks associated with our international operations. However, any of these factors could adversely affect our international operations and, consequently, our operating results.

We may have difficulty attracting and retaining employees with the requisite skills to execute our growth plans.

Our success depends, in part, on the continued service of our existing management and technical personnel. If a significant number of those individuals are unable or unwilling to continue in their present positions, we will

24

Table of Contents

have difficulty in maintaining and enhancing our technology interoperability, network and call processing services. This may adversely affect our operating results and growth prospects.

In addition, we have experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees. Specifically, we centralize a large portion of our technical operations in geographic areas in which competition for technical talent is intense, due to the existence of competing employers seeking employees with similar sets of skills. Our continued success depends on our ability to attract, retain and motivate highly skilled employees, particularly engineering and technical personnel. Failure to do so may adversely affect our ability to expand our network and enhance our services.

Our intellectual property may be misappropriated or subject to claims of infringement.

We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, as well as licensing agreements. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financial condition. The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Further, we cannot assure you that we will have adequate resources to enforce our patents.

Our competitors in both the U.S. and foreign countries, many of which have substantially greater resources and have made substantial investments in competing technologies, may have applied for or obtained, or may in the future apply for and obtain, patents that will prevent, limit or otherwise interfere with our ability to make and sell our products. We have not conducted an independent review of patents issued to third parties. We cannot assure you that competitors will not infringe on any of our patents.

It is possible that third parties will make claims of infringement against us or against our licenses in connection with their use of our technology. Any claims, even those without merit, could:

Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us or one of our licensees in connection with a third party’s use of our technology could adversely affect our business.

We also rely on unpatented proprietary technology. It is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology. Although we make efforts to protect our trade secrets and other proprietary information, we cannot assure you that these efforts will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. If we are unable to maintain the proprietary nature of our technologies, we could be materially adversely affected.

25

Table of Contents

The controlling equityholder of our company may have interests in conflict with the interests of our noteholders.

GTCR Fund VII, L.P. and its affiliates, including the selling noteholder, own in excess of 75.0% of the common equity of TSI LLC. TSI LLC is the sole stockholder of TSI Inc., which in turn is the sole stockholder of the company. Under the terms of a security holders agreement, all of the members of TSI LLC have agreed to vote in favor of those individuals designated by GTCR Fund VII, L.P. and its affiliates to serve on the board of directors of the issuer and GTCR Fund VII, L.P. and its affiliates have the right to appoint a majority of the directors. As a result, GTCR Fund VII, L.P. and its affiliates have the ability to control the policies and operations of our company. Circumstances may occur in which the interests of GTCR Fund VII, L.P. and its affiliates, as the principal equityholders of our company, could be in conflict with your interests as a holder of our notes. In addition, our equity investors may have an interest in pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to you as a holder of our notes.

The forward-looking statements contained in this prospectus are based on our predictions of future performance. As a result, you should not place undue reliance on these forward-looking statements.

This prospectus includes “forward looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act including, in particular, the statements about our plans, strategies, and prospects under the headings “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.” Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statement are reasonable, we cannot assure you that our plans, intentions or expectations will be achieved. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this prospectus are set forth above in this “Risk Factors” section and elsewhere in this prospectus. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.

26

Table of Contents

THE TRANSACTIONS

Overview

On February 14, 2002, TSI Telecommunication Holdings, Inc. acquired TSI Telecommunication Services Inc. by merging its wholly owned subsidiary, TSI Merger Sub, Inc., with and into TSI Telecommunication Services Inc. (the “acquisition”). Pursuant to the merger agreement, Verizon Information Services Inc. received merger consideration equal to $770.0 million in cash. TSI Telecommunication Holdings, Inc. is a corporation formed by TSI Telecommunication Holdings, LLC, which is owned by GTCR Fund VII, L.P., certain of its affiliates and co-investors, G. Edward Evans and certain other members of our management, which we collectively refer to as the “equity investors.” For ease of reference, we refer to TSI Telecommunication Holdings, LLC as “TSI LLC,” TSI Telecommunication Holdings, Inc. as “TSI Inc.” and TSI Merger Sub, Inc. as “Merger Sub.”

The acquisition and the payment of related fees and expenses were financed through:

The merger of Merger Sub into the company, with the company as the surviving corporation, was also completed on February 14, 2002.

We refer to the acquisition and the foregoing financing transactions collectively as the “Transactions.”

Ancillary Agreements

Pursuant to the merger agreement, the company entered into the following ancillary agreements with Verizon and/or its affiliates:

27

Table of Contents

See “Certain Relationships and Related Transactions.”

Network Services Structure and Acquisition of Brience

On May 14, 2002, we transferred certain assets and liabilities that comprise our network services group to a newly formed corporate subsidiary, TSI Telecommunication Network Services Inc. (“TSI Networks”). Specific assets and liabilities that were transferred include receivables, payables, fixed assets, customer contracts, vendor contracts, intellectual property and goodwill. The primary products and services offered by this new subsidiary include Inlink, Visibility and SS7 Database Access Services. The outstanding ownership interests of this subsidiary consist of voting participating preferred stock and non-voting common stock. The issuer owns all of the voting participating preferred stock, which accrues dividends at a rate of 10% per annum, compounded annually, and has a liquidation preference equal to the fair market value of the transferred assets as of the date of transfer (the “liquidation preference”). All of the shares of non-voting common stock are owned by TSI LLC.

Any assets distributed from TSI Networks must be distributed as follows:

On July 23, 2003, we acquired Brience, Inc. (“Brience”) by merging Brience with and into TSI Brience, LLC (“TSI Brience”), a newly formed wholly owned subsidiary of TSI Networks with TSI Brience continuing as the surviving entity and a wholly owned subsidiary of TSI Networks. Historically, Brience developed and sold information access and integration software products to large enterprises. At the time of the merger, however, Brience’s business was limited to selling and servicing its Mobile Processing Server product.

As a result of the merger, each share of Series C Preferred Stock of Brience outstanding as of the effective time of the merger was converted into a right to receive a pro rata share of 1.67 shares of Class B Common Stock, par value $.01 per share (the “merger consideration”), of TSI Networks, under the terms and subject to the conditions set forth in the merger agreement. All other outstanding classes of stock of Brience were canceled and retired with no right to payment under the terms of the merger agreement. Concurrent with the merger, the holders of Series C Preferred Stock other than GTCR Fund VII, L.P. and GTCR Co-Invest, L.P. entered into an exchange agreement with TSI LLC pursuant to which such parties (the “exchange parties”) exchanged all of the merger consideration received by the exchanging parties in the merger in exchange for a pro rata portion of 19,775.01 Common Units of TSI LLC. Also concurrent with the merger, GTCR Fund VII, L.P. and GTCR Co-Invest, L.P. (the “investors”) entered into a contribution agreement pursuant to which the investors agreed to contribute to TSI LLC all of the merger consideration received by the investors in the merger in exchange for a pro rata portion of 80,224.99 Common Units of TSI LLC.

For purposes of the indenture relating to the notes, TSI Networks and TSI Brience are restricted subsidiaries and guarantors of the issuer’s obligations under the notes. TSI Networks will not be able to make any distributions on account of the non-voting common stock held by TSI LLC and TSI Brience will not be able to make any distributions on account of the limited liability company interests held by TSI Networks without complying with the “Restricted Payments” provision of the indenture. In addition, TSI LLC and TSI Inc. are both guarantors under the indenture and are otherwise restricted in such capacity in their ability to engage in any business activity (other than serving as holding companies), make investments or restricted payments, incur indebtedness, engage in affiliate transactions or sell any interests in TSI Networks or TSI Brience unless the sale otherwise complies with the “Asset Sale” provision of the indenture. Under the indenture and pursuant to the

28

Table of Contents

terms of an equity contribution agreement entered into among the issuer, TSI Inc. and TSI LLC in connection with the Transactions, TSI LLC is obligated to contribute all of the net proceeds from the sale of TSI Networks or TSI Brience or from any other distribution from TSI Networks or TSI Brience, to TSI Inc. and then to the issuer in the form of common equity capital or as a capital contribution. TSI LLC and TSI Inc. will be released from their respective guarantees under the indenture following a sale of all of the capital stock of TSI Networks or TSI Brience in a transaction that complies with the “Asset Sale” provision of the indenture and the net proceeds from such sale are contributed to the issuer in accordance with the equity contribution agreement. See “Description of the Notes.”

For accounting purposes, TSI Networks is consolidated in the financial statements of TSI LLC since it is 100% owned, on a collective basis, by TSI LLC and TSI Inc. If the company were to present its financial statements, then the non-voting common stock owned by TSI LLC would constitute minority interest and would be accounted for as such in the company’s consolidated financial statements.

Corporate Structure

The following chart illustrates our corporate structure after the Transactions.

For more information on the various agreements that we entered into in connection with the Transactions, see “Certain Relationships and Related Transactions.”

29

Table of Contents

USE OF PROCEEDS

The notes being offered in this prospectus are being sold by the selling noteholder. This shelf registration is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the sale of the resale notes.

CAPITALIZATION

The following table sets forth our unaudited cash and cash equivalents and unaudited capitalization as of September 30, 2003, on a historical basis. The table below should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus.

30

Table of Contents

SELLING NOTEHOLDER

The selling noteholder is GTCR Capital Partners, L.P., an investment fund affiliated with our controlling equity holder. In connection with the Transactions, the selling noteholder purchased $30,000,000 face value amount of the notes ($5,000,000 of which were sold prior to the date of this prospectus), out of a total of $245,000,000 of notes, from the initial purchaser.

In connection with the initial sale of notes to the initial purchaser, we entered into a registration rights agreement in which we granted certain registration rights relating to the notes. In accordance with the registration rights agreement, we completed an exchange offer in which we exchanged $215,000,000 of registered Series B 12 ³/4% Senior Subordinated Notes due 2009 for a like amount of unregistered 12 ³/4% Senior Subordinated Notes due 2009. The selling note holder was not permitted to participate in the exchange offer because it is our affiliate. As a result, the selling noteholder notified us on July 31, 2002, that it was exercising its right under the registration rights agreement to require us to register the notes held by the selling noteholder for resale.

The selling noteholder may sell the notes from time to time directly to purchasers or through agents in ordinary brokerage transactions, in negotiated transactions or otherwise, at prices that represent or relate to then-prevailing market prices or are negotiated. The selling noteholder reserves the right to withdraw, cancel or modify the offer or solicitations of offers made hereby without notice. The selling noteholder may reject any offer in whole or in part. See “Plan of Distribution.”

The selling noteholder provided us the information contained in the following table with respect to the principal amount of resale notes beneficially owned by it and which may be sold by it under this prospectus. We have not independently verified this information.

The following table sets forth as of September 30, 2003:

Because the selling noteholder may, pursuant to this prospectus, offer all or some portion of the resale notes it presently holds, no estimate can be given as to the number or percentage of notes that will be held by the selling noteholder upon termination of any such sales. In addition, the selling noteholder may have sold, transferred or otherwise disposed of all or a portion of its resale notes in transactions exempt from the registration requirements of the Securities Act since the date on which it provided the information regarding its resale notes. This information may change from time to time and, if required, such changes will be set forth in a supplement or supplements to this prospectus.

Only the selling noteholder may sell such notes pursuant to the registration statement.

31

Table of Contents

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

The following unaudited pro forma condensed consolidated statements of operations represent the pro forma consolidated statements of operations of TSI Telecommunication Holdings, LLC, our new ultimate parent after the acquisition on February 14, 2002. These statements are being presented because they include all guarantors of the notes. TSI Telecommunication Holdings, LLC does not have any assets, liabilities or operations other than its investments in TSI Telecommunication Holdings, Inc. (our new immediate parent after the acquisition) and TSI Telecommunication Network Services Inc. See “The Transactions.”

These unaudited pro forma condensed consolidated statements of operations have been derived by the application of pro forma adjustments to our historical consolidated statements of operations included elsewhere in this prospectus. The unaudited pro forma consolidated statement of income data for the periods presented give effect to the Transactions, including the offering of the notes and the application of the proceeds, as if they had been consummated at the beginning of each of the periods presented. Assumptions underlying the pro forma adjustments are described in the accompanying notes which should be read in conjunction with these unaudited pro forma condensed consolidated statements of operations allocation.

The pro forma adjustments related to the purchase price allocation and financing of the acquisition are preliminary and based on information obtained to date and are subject to revision as additional information becomes available. Revisions to the preliminary purchase price allocation and financing of the acquisition may have a significant impact on the pro forma amounts of total assets, total liabilities, interest expense, depreciation and amortization.

The unaudited pro forma condensed consolidated statements of operations should not be considered indicative of actual results that would have been achieved had the Transactions been consummated on the date indicated and do not purport to indicate condensed consolidated results of operations as of any future period.

The unaudited pro forma condensed consolidated statements of operations should be read in conjunction with the information contained in “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and accompanying notes appearing elsewhere herein.

On July 23, 2003, TSI Telecommunication Network Services Inc. acquired Brience, Inc. by merging Brience, Inc. with and into TSI Brience, LLC, a newly formed wholly owned subsidiary of TSI Telecommunication Network Services Inc., with TSI Brience, LLC continuing as the surviving entity and a wholly owned subsidiary of TSI Telecommunication Network Services Inc.

At the time of the merger, funds associated with GTCR Golder Rauner, LLC had a controlling interest in both Brience, Inc. and TSI Telecommunication Holdings, LLC. As a result, the transaction is accounted for as a combination of entities under common control, similar to a pooling of interests, whereby the assets and liabilities of Brience, Inc. were combined at their historical amounts as of the date that GTCR Golder Rauner, LLC had control of both entities (February 14, 2002). For historical accounting purposes, the historical financial results of Brience, Inc. have only been combined for the periods during which TSI Telecommunication Holdings, LLC and Brience, Inc. were under common control of funds associated with GTCR Golder Rauner, LLC. Accordingly, our historical consolidated financial statements have been restated to include the financial results of Brience, Inc. beginning on the date when funds associated with GTCR Golder Rauner, LLC had common control of both entities (February 14, 2002). For the minority interest of Brience, Inc. not owned by GTCR Golder Rauner, LLC affiliates at the time of the combination, purchase accounting has been applied. However, the effects of the fair value adjustments relating to this purchase accounting were deemed to be insignificant, and therefore, recorded at zero for purposes of our financial statements.

32

Table of Contents

TSI TELECOMMUNICATION HOLDINGS, LLC

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31, 2002

33

Table of Contents

TSI TELECOMMUNICATION HOLDINGS, LLC

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENT OF OPERATIONS

(dollars in thousands)

The acquisition has been accounted for as a purchase in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations, and EITF 88-16, Basis in Leveraged Buyout Transactions. As a part of the Transactions, the company will elect for income tax purposes to treat its acquisition as an asset purchase resulting in a step-up in tax basis equal to the new book basis. As a result, all deferred taxes were eliminated in purchase accounting. The following reflects the acquisition financing and purchase accounting allocation, as follows: