<PAGE> 1
CUSIP No. 875378100
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TANDY BRANDS ACCESSORIES, INC.
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
875378100
(CUSIP Number)
CHRISTOPHER HILBERT, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
(212) 309-6830
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOVEMBER 4, 1996
(Date of Event which Requires Filing of 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-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (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-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-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).
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CUSIP No. 875378100
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EQUITY-LINKED INVESTORS, L.P.
13-3240235
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 293,675 SHARES
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
293,675 SHARES
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,675 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.46%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IV, PN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 875378100
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DESAI CAPITAL MANAGEMENT INCORPORATED
13-3229933
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 293,675 SHARES
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
293,675 SHARES
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,675 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.46%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA, CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 875378100
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROHIT M. DESAI ASSOCIATES
13-3240237
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 293,675 SHARES
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
293,675 SHARES
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,675 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.46%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 875378100
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROHIT MOJILAL DESAI
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 293,675 SHARES
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
293,675 SHARES
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,675 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.46%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
CUSIP No. 875378100
Item 1. Security and Issuer.
This statement relates to the Common Stock, $1.00 par value, of
Tandy Brands Accessories, Inc. (the "Company"). The address of the Company's
principal executive offices is 3312 East Pioneer Parkway, Arlington, Texas
76010.
Item 2. Identity and Background.
This Statement is filed by Equity-Linked Investors, L.P. ("ELI-I"),
Rohit M. Desai Associates ("RMDA-I"), Desai Capital Management Incorporated
("DCMI") and Rohit M. Desai.
ELI-I is a New York limited partnership whose principal business is
investing in a portfolio of convertible debt securities, convertible preferred
stock and other debt securities with equity features.
RMDA-I is a New York general partnership and is the general partner
of ELI-I. RMDA-I has no business activities other than acting as ELI-I's general
partner. RMDA-I's partners are Rohit M. Desai, Katharine B. Desai and the Rohit
M. Desai Family Trust (of which Katharine B. Desai and Joseph F. McDonald are
the trustees under a trust agreement dated July 1, 1987).
DCMI is a New York corporation whose principal business is that of
an investment advisor. DCMI acts as investment advisor to ELI-I. The sole
stockholder of DCMI is Rohit M. Desai. The directors of DCMI are Rohit M. Desai
and Katharine B. Desai. Rohit M. Desai, Katharine B. Desai, Frank J. Pados, Jr.,
Damon H. Ball, Thomas P. Larsen, Catherine K. Janson, Paul A. Blaustein, Timothy
R. Kelleher, Tom W. Perlmutter and Kathy T. Abramson are officers of DCMI.
The address of the principal business and principal office of DCMI,
ELI-I and RMDA-I is 540 Madison Avenue, 36th Floor, New York, NY 10022.
The present principal occupation and employment of Rohit M. Desai,
who is a citizen of the United States, is as the president, treasurer and
chairman of the board of directors of DCMI and as the managing general partner
of RMDA-I. The present principal occupation and employment of Katharine B.
Desai, who is a United States citizen, is as the secretary and director of DCMI.
The present principal occupation and employment of Joseph F. McDonald, who is a
United States citizen, is as a member of the law firm of Morgan, Lewis & Bockius
LLP. The present principal occupation and employment of Frank J. Pados, Jr., who
is a United States citizen, is as executive vice president of DCMI. The present
principal occupation and employment of Damon H. Ball, who is a United States
citizen, is as senior vice president of
<PAGE> 7
CUSIP No. 875378100
DCMI. The present principal occupation of Catherine K. Janson, who is a United
States citizen, is as vice president of DCMI. The present principal occupation
of Paul A. Blaustein, who is a United States citizen, is as a vice president of
DCMI. The present principal occupation and employment of Thomas P. Larsen, who
is a United States citizen, is as senior vice president of DCMI. The present
principal occupation and employment of Paul A. Blaustein, who is a United States
citizen, is as vice president of DCMI. The present principal occupation and
employment of Timothy R. Kelleher, who is a United States citizen, is as vice
president of DCMI. The present principal occupation of Tom W. Perlmutter, who is
a United States citizen, is as vice president of DCMI. The present principal
occupation of Kathy T. Abramson, who is a United States citizen, is as vice
president of DCMI. The business address of each of these individuals, except
Joseph F. McDonald, is the same as that of DCMI. The business address of Joseph
F. McDonald is c/o Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New
York 10178.
During the last five years, neither ELI-I, RMDA-I, DCMI, Rohit M.
Desai, Katharine B. Desai, the Rohit M. Desai Family Trust, Joseph F. McDonald,
Frank J. Pados, Jr., Damon H. Ball, Thomas P. Larsen, Catherine K. Janson, Paul
A. Blaustein, Timothy R. Kelleher, Tom W. Perlmutter and Kathy T. Abramson has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, neither ELI-I, RMDA-I, DCMI, Rohit M.
Desai, Katharine B. Desai, the Rohit M. Desai Family Trust, Joseph F. McDonald,
Frank J. Pados, Jr., Damon H. Ball, Thomas P. Larsen, Catherine K. Janson, Paul
A. Blaustein, Timothy R. Kelleher, Tom W. Perlmutter and Kathy T. Abramson has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
ELI-I has acquired 293,675 shares of the Company's Common Stock, $1.00
par value. In January 1991, 120,200 shares of the Company's Common Stock were
acquired upon the distribution of shares of the Common Stock of the Company to
holders of the common stock of The Bombay Company, Inc. ("Bombay"), computed on
the basis of one share of the Company's Common Stock for every five shares of
Bombay company stock. The balance of the shares of the Company's Common Stock
were acquired as a result of 3 stock splits which occurred in November 1991,
July 1992 and April 1993.
<PAGE> 8
CUSIP No. 875378100
Item 4. Purpose of Transaction.
ELI-I acquired the 293,675 shares of the Company's Common Stock in
the ordinary course of ELI-I's business for investment purposes.
Neither ELI-I, RMDA-I, DCMI, Rohit M. Desai, Katharine B. Desai,
the Rohit M. Desai Family Trust, Joseph F. McDonald, Frank J. Pados, Jr., Damon
H. Ball, Thomas P. Larsen, Catherine K. Janson, Paul A. Blaustein, Timothy R.
Kelleher , Tom W. Perlmutter and Kathy T. Abramson has any plans or proposals
which relate to or would result in:
(a) the acquisition by any person of additional securities of the
issuer or the disposition of securities of the Company, except that ELI-I,
RMDA-I and/or DCMI may, from time to time, in furtherance of ELI-I's investment
program, obtain one or more shares of the Company's Common Stock, $1.00 par
value, through the conversion of debentures and/or acquire (for investment) or
dispose of debentures, Common Stock or any other securities of the issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the issuer
or any of its subsidiaries;
(d) any change in the present board of directors or management of
the issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the issuer;
(f) any other material change in the issuer's business or corporate
structure;
(g) any change in the issuer's charter or by-laws;
(h) causing a class of securities of the issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the issues becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
<PAGE> 9
CUSIP No. 875378100
(j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
ELI-I directly owns 293,675 shares of the Company's Common Stock,
$1.00 par value, which constitutes beneficial ownership of approximately 5.46%
of the outstanding shares of the Company's Common Stock. The power to vote or to
dispose of, or to direct the voting or disposal of, any such Common Stock held
by ELI-I is vested in RMDA-I as general partner of ELI-I, but such decisions
(and similar decisions with respect to the rest of ELI-I's investment portfolio)
may also be made by DCMI under an investment and advisory agreement between
ELI-I and DCMI. Rohit M. Desai is the managing general partner of RMDA-I and the
sole stockholder, chairman of the board of directors, president and treasurer of
DCMI. Katharine B. Desai is the secretary and director of DCMI, a general
partner of RMDA-I and a trustee of the Rohit M. Desai Family Trust. The Rohit M.
Desai Family Trust is a general partner of RMDA-I. Joseph F. McDonald is a
trustee of the Rohit M. Desai Family Trust. Frank J. Pados, Jr. is the executive
vice president of DCMI. Damon H. Ball and Thomas P. Larsen are senior vice
presidents of DCMI. Catherine K. Janson, Paul A. Blaustein, Tom W. Perlmutter,
Timothy R. Kelleher and Kathy T. Abramson are vice presidents of DCMI.
Accordingly, for purposes of Schedule 13D, ELI-I, DCMI, RMDA-I, and
Rohit M. Desai may each be deemed to share the power to dispose or to direct the
disposition with respect to the securities covered by this Statement and
therefore each may be deemed to be a beneficial owner with respect to such
securities.
Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934,
DCMI, RMDA-I, Rohit M. Desai, Katharine B. Desai, the Rohit M. Desai Family
Trust, Joseph F. McDonald, Frank J. Pados, Jr., Damon H. Ball, Thomas P. Larsen,
Catherine K. Janson, Paul A. Blaustein, Timothy R. Kelleher, Tom W. Perlmutter
and Kathy Abramson hereby declare that the filing of this Statement shall not be
construed as an admission that any person other than ELI-I is the beneficial
owner of any securities covered by this Statement.
No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
securities covered by this Statement.
During the sixty days preceding the filing of this Statement, ELI-I
has disposed of 82,000 shares of the Company's Common Stock on the open market
at the following prices per share: on October 15, 1996, ELI-I disposed of 10,000
shares at $6.00 per share; on October 31, 1996, ELI-I disposed of 15,000 shares
at $6.58 per share; on November 1, 1996, ELI-I disposed
<PAGE> 10
CUSIP No. 875378100
of 22,000 shares at $6.75 per share; and on November 4, 1996, ELI-I disposed of
35,000 shares at $6.75 per share.
In the sixty days preceding such sale, ELI-I did not effect any
transactions in the Company's Common Stock except as described above.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Neither ELI-I, RMDA-I, DCMI, Rohit M. Desai, Katharine B. Desai,
the Rohit M. Desai Family Trust, Joseph F. McDonald, Frank J. Pados, Jr., Damon
H. Ball, Thomas P. Larsen, Catherine K. Janson, Paul A. Blaustein, Timothy R.
Kelleher, Tom W. Perlmutter and Kathy T. Abramson is party to any contract,
arrangement, understanding or relationship specifically relating to any
securities of the Company.
ELI-I has contracted with DCMI for DCMI to provide investment
advisory and other services to RMDA-I and to ELI-I. Pursuant to this investment
and advisory contract, DCMI may exercise investment power and voting power with
respect to the investment portfolio of ELI-I. For its services under the
investment and advisory agreement, DCMI receives a management fee from ELI-I
generally based on the value of ELI-I's portfolio.
Item 7. Material to be Filed as Exhibits.
1. Power of Attorney authorizing Kathy T. Abramson to sign on
behalf of Rohit M. Desai.
Materials Previously Filed as Exhibits
2. Amended Joint Filing Agreement regarding the filing of this
Statement.
3. Investment and Advisory Agreement between ELI-I and DCMI, as
amended.
<PAGE> 11
CUSIP No. 875378100
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement, which is
being filed on behalf of each of the undersigned, is true, complete and correct.
Dated: November 12, 1996
EQUITY-LINKED INVESTORS, L.P.
By Rohit M. Desai Associates
General Partner
By /s/ Kathy T. Abramson
________________________________________
Kathy T. Abramson
Attorney-in-fact for
Rohit M. Desai, Managing General Partner
ROHIT M. DESAI ASSOCIATES
By /s/ Kathy T. Abramson
________________________________________
Kathy T. Abramson
Attorney-in-fact for
Rohit M. Desai, Managing General Partner
DESAI CAPITAL MANAGEMENT
INCORPORATED
By /s/ Kathy T. Abramson
________________________________________
Kathy T. Abramson
Attorney-in-fact for
Rohit M. Desai, President
/s/ Kathy T. Abramson
___________________________________________
Kathy T. Abramson
Attorney-in-fact for Rohit M. Desai
<PAGE> 1
CUSIP No. 875378100
Exhibit 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, ROHIT M.
DESAI, does hereby constitute and appoint KATHY T. ABRAMSON (the
"Attorney-in-Fact"), to be his true and lawful attorney-in-fact and agent, with
full power to act individually for him and in his name, place and stead to do
the following acts and to exercise the following powers at any time and from
time to time:
I. To take any and all actions on his behalf which the undersigned
could do if he were personally present with respect to the preparation,
execution, filing and delivery of any and all Forms 3, Forms 4 and Forms 5 or
amendments thereto or related instruments (collectively, the "Forms") now
required or which may hereafter be required or permitted to be made by the
undersigned, Desai Capital Management Incorporated, Rohit M. Desai Associates,
Rohit M. Desai Associates-II, Equity-Linked Investors, L.P., Equity-Linked
Investors-II or any other entity for which the undersigned is a partner or
officer, pursuant to Section 16 of the Securities Exchange Act of 1934, as
amended.
II. To take any and all actions on his behalf which the undersigned
could do if he were personally present with respect to the preparation,
execution, filing and delivery of any and all Schedules 13D and 13G or
amendments thereto or related instruments (collectively, the "Schedules") now
required or which may hereafter be required or permitted to be made by the
undersigned, Desai Capital Management Incorporated, Rohit M. Desai Associates,
Rohit M. Desai Associates-II, Equity-Linked Investors, L.P., Equity-Linked
Investors-II or any other entity for which the undersigned is a partner or
officer, pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended.
III. In connection with the foregoing power, the Attorney-in-Fact
is hereby authorized:
<PAGE> 2
CUSIP No. 875378100
A. to prepare and execute any such Forms and/or
Schedules;
B. to file such Forms and/or Schedules or cause them
to be filed with the Securities and Exchange Commission
and with such national securities exchanges and other
persons and entities as may be required; and
C. to execute and/or deliver any and all documents
relating to any of the matters referred to in paragraphs
(a) and (b) above, and to make any changes in such
documents as such Attorney-in-Fact shall deem
appropriate.
The undersigned does hereby ratify and confirm all that the
Attorney-in-Fact shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
7th day of April, 1993.
/s/ Rohit M. Desai
-----------------------------
Rohit M. Desai
