<PAGE> 1
SCHEDULE 14a
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
TANDY BRANDS ACCESSORIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
-----------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
(1) Amount previously paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
LOGO
690 EAST LAMAR BLVD., SUITE 200
ARLINGTON, TEXAS 76011
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 19, 1999
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders of Tandy
Brands Accessories, Inc. (the "Company") will be held on Tuesday, October 19,
1999, at 9:00 a.m., local time, at the Hyatt Regency DFW, International Parkway,
inside Dallas/Ft. Worth Airport, DFW Airport, Texas 75261 (the "Meeting"). At
the Meeting, the stockholders of the Company will be asked:
(1) to elect two directors in Class III to serve for three-year terms
expiring in 2002, or until their successors are elected and qualified;
(2) to consider and vote upon a proposal to amend the Tandy Brands
Accessories, Nonqualified Formula Stock Option Plan for Non-Employee
Directors;
(3) to consider and vote upon a proposal to amend the Tandy Brands
Accessories, Inc. 1997 Employee Stock Option Plan; and
(4) to transact such other business as may properly come before the
Meeting or any adjournment thereof.
Pursuant to the Company's Bylaws, the Board of Directors has fixed the
close of business on September 3, 1999 as the record date for the Meeting. Only
holders of the Company's common stock at the close of business on that date will
be entitled to notice of and to vote at the Meeting or any adjournment thereof.
To ensure your vote will be counted, please complete, date and sign the
enclosed proxy card and return it promptly in the enclosed postage-paid
envelope, whether or not you plan to attend the Meeting. Your proxy may be
revoked in the manner described in the accompanying proxy statement at any time
before it is voted at the Meeting.
By Order of the Board of Directors
/s/ DARREL A. RICE
DARREL A. RICE
Secretary
Arlington, Texas
September 3, 1999
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY; THEREFORE, WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY, IF YOU WISH,
WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED AND VOTE YOUR
SHARES PERSONALLY.
<PAGE> 3
[TANDY BRANDS ACCESSORIES, INC. LETTERHEAD]
690 EAST LAMAR BLVD., SUITE 200
ARLINGTON, TEXAS 76011
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 19, 1999
This proxy statement ("Proxy Statement") is being furnished to the
stockholders of Tandy Brands Accessories, Inc. (the "Company") in connection
with the solicitation by the board of directors of the Company (the "Board of
Directors" or the "Board") of proxies to be used at the 1999 Annual Meeting of
Stockholders (together with any adjournments and postponements thereof, the
"Meeting") to be held on Tuesday, October 19, 1999 at 9:00 a.m., local time, at
the Hyatt Regency DFW, International Parkway, inside Dallas/Ft. Worth Airport,
DFW Airport, Texas 75261. The Board has fixed the close of business on September
3, 1999 as the record date (the "Record Date") for the Meeting. This Proxy
Statement and the related form of proxy are first being mailed to the Company's
stockholders on or about September 15, 1999.
At the Meeting, the holders of the Company's common stock, $1.00 par value
per share (the "Common Stock"), will be asked:
(1) to elect two directors in Class III to serve for three-year terms
expiring in 2002, or until their successors are elected and qualified;
(2) to consider and vote upon a proposal to amend the Tandy Brands
Accessories, Inc. Nonqualified Formula Stock Option Plan for Non-Employee
Directors;
(3) to consider and vote upon a proposal to amend the Tandy Brands
Accessories, Inc. 1997 Employee Stock Option Plan; and
(4) to transact such other business as may properly come before the
Meeting or any adjournment thereof.
The date of this Proxy Statement is September 3, 1999.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY; THEREFORE, WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY, IF YOU WISH,
WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED AND VOTE YOUR
SHARES PERSONALLY.
<PAGE> 4
VOTING RIGHTS AND PROXY INFORMATION
The Board of Directors has fixed the close of business on September 3,
1999, as the Record Date. Only holders of record of shares of Common Stock at
the close of business on the Record Date will be entitled to vote at the
Meeting. At the close of business on the Record Date, there were 5,768,037
shares of Common Stock outstanding and entitled to vote, held by approximately
1,099 stockholders of record. The presence, in person or by proxy, of at least a
majority of the shares outstanding on the Record Date is necessary to constitute
a quorum at the Meeting.
Each holder of record of shares of Common Stock on the Record Date is
entitled to cast one vote per share, exercisable in person or by properly
executed proxy, on all matters as to which a vote is taken at the Meeting. To be
elected a director, each nominee must receive the affirmative vote of a majority
of the shares present or represented by proxy at the Meeting. See "Election of
Directors -- Vote Required; Recommendation of the Board of Directors." To
approve the respective amendments to the Nonqualified Formula Stock Option Plan
for Non-Employee Directors and the 1997 Employee Stock Option Plan, each
proposal must receive the affirmative vote of a majority of the shares present
or represented by proxy at the Meeting. See "Approval of Amendments to the Tandy
Brands Accessories, Inc. Nonqualified Formula Stock Option Plan for Non-Employee
Directors -- Vote Required; Recommendation of the Board of Directors" and
"Approval of Amendments to the Tandy Brands Accessories, Inc. 1997 Employee
Stock Option Plan -- Vote Required; Recommendation of the Board of Directors"
respectively.
All shares of Common Stock that are represented at the Meeting by properly
executed proxies received prior to or at the Meeting and not revoked will be
voted at the Meeting in accordance with the instructions indicated in such
proxies. If no instructions are indicated thereon, such proxies will be voted
FOR the election of the nominees for director, FOR approval of the proposal to
amend the Nonqualified Formula Stock Option Plan for Non-Employee Directors and
FOR approval of the proposal to amend the 1997 Employee Stock Option Plan. The
Company does not know of any other matters that are to come before the Meeting.
If, however, any other matters are properly presented at the Meeting, the
persons named in the enclosed form of proxy and acting thereunder will have
discretion to vote on such matters in accordance with their judgment.
Votes cast by proxy or in person will be counted by two persons appointed
by the Company to act as inspectors of election for the Meeting. The inspectors
of election will treat shares represented by proxies that reflect abstentions as
shares that are present and entitled to vote for the purpose of determining the
presence of a quorum and of determining the outcome of any matter submitted to
the stockholders for a vote. Because the election of directors and the approval
of the amendments to the 1997 Employee Stock Option Plan and the Nonqualified
Formula Stock Option Plan require the affirmative vote of a majority of all
shares present and entitled to vote thereon, an abstention will have the same
effect as a vote AGAINST these matters.
The inspectors of election will treat shares referred to as "broker
non-votes" (i.e., shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners and as to which the broker or
nominee does not have discretionary voting power on a particular matter) as
shares that are present and entitled to vote for the purpose of determining the
presence of a quorum. However, for the purpose of determining the outcome of any
matter as to which the broker or nominee has indicated on the proxy that it does
not have discretionary authority to vote, those shares will be treated as not
present and not entitled to vote with respect to that matter (even though those
shares are considered entitled to vote for quorum purposes and may be entitled
to vote on other matters).
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with the Secretary of the Company, at or before the Meeting, a written notice of
revocation bearing a later date than the proxy, (ii) duly executing a subsequent
proxy relating to the same shares, or (iii) attending the Meeting and voting in
person (although attendance at the Meeting will not in and of itself constitute
a revocation of a proxy). Any written notice revoking a proxy should be sent to:
Secretary, Tandy Brands Accessories, Inc., 690 East Lamar Blvd., Suite 200,
Arlington, Texas 76011.
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by use of the mails, proxies may be solicited by directors,
officers and employees of the Company in person or by telephone,
2
<PAGE> 5
telegram or other means of communication. Such directors, officers and employees
will not receive any additional compensation but may be reimbursed for
out-of-pocket expenses in connection with such solicitation. Arrangements will
also be made with custodians, nominees and fiduciaries for the forwarding of
proxy solicitation material to beneficial owners of Common Stock held of record
by such persons.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
PRINCIPAL STOCKHOLDERS
The following table sets forth information as of September 3, 1999 with
respect to the shares of Common Stock beneficially owned by each person
(excluding directors and officers of the Company) who is known to the Company to
be the beneficial owner of more than five percent (5%) of the Common Stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF OWNERSHIP
------------------- --------------------- ------------
<S> <C> <C>
Tandy Brands Accessories, Inc......................... 935,907(2) 16.2%
Employees Investment Plan
P.O. Box 1290
Fort Worth, Texas 76101-1290
FMR Corp.............................................. 561,200 9.7%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- ---------------
(1) Shares are deemed to be "beneficially owned" by a person if such person,
directly or indirectly, has or shares (i) voting power with respect thereto,
including the power to vote or to direct the voting of such shares, or (ii)
investment power with respect thereto, including the power to dispose or to
direct the disposition of such shares. In addition, a person is deemed to be
the beneficial owner of shares if such person has the right to acquire
beneficial ownership of such shares within 60 days.
(2) Voting power of the shares held pursuant to this plan is vested in Merrill
Lynch Trust Company, as trustee, subject to the right of participants in the
plan to direct the voting of each of their allocable shares of Common Stock
in the plan. The trustee votes any shares for which no directions are
received in the same proportion as those shares with respect to which
directions regarding voting are received. A total of 155,000 shares are
pledged to a bank to secure a $1.5 million line of credit.
3
<PAGE> 6
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information as of September 3, 1998 with
respect to the shares of Common Stock beneficially owned by each of the
Company's directors and executive officers and the directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENTAGE OF
NAME OWNED(1) OWNERSHIP
---- ---------------- -------------
<S> <C> <C>
Dr. James F. Gaertner.................................... 29,680(2) *
J.S.B. Jenkins........................................... 592,014(3) 10.1%
C.A. Rundell, Jr. ....................................... 32,582(4) *
Robert E. Runice......................................... 28,168(5) *
Maxine K. Clark.......................................... 11,964(6) *
Gene Stallings........................................... 6,737(7) *
Marvin J. Girouard....................................... 2,250(8) *
Jerry Wood............................................... 182,206(9) 3.1%
Stanley T. Ninemire...................................... 85,017(10) 1.5%
All directors and executive officers as a group (9
persons)............................................... 970,618(11) 16.2%
</TABLE>
- ---------------
* Represents less than one percent.
(1) Shares are deemed to be "beneficially owned" by a person if such person,
directly or indirectly, has or shares (i) voting power with respect
thereto, including the power to vote or to direct the voting of such
shares, or (ii) investment power with respect thereto, including the power
to dispose or to direct the disposition of such shares. In addition, a
person is deemed to be the beneficial owner of shares if such person has
the right to acquire beneficial ownership of such shares within 60 days.
Directors and officers have sole voting and investment power with respect
to the shares shown unless otherwise indicated below.
(2) Includes 3,375 shares held of record by Dr. Gaertner, 22,325 shares subject
to stock options exercisable within 60 days and 3,980 shares attributable
to ownership of stock units held in the Tandy Brands Accessories, Inc. 1995
Stock Deferral Plan for Non-Employee Directors.
(3) Includes 342,263 shares held of record by Mr. Jenkins, 81,400 shares
subject to stock options exercisable within 60 days, 1,980 shares held
indirectly through the Tandy Brands Accessories, Inc. Stock Purchase
Program, and 20,278 shares held indirectly through the Tandy Brands
Accessories, Inc. Benefit Restoration Plan. Also includes 146,093 shares
held in the Tandy Brands Accessories, Inc. Employees Investment Plan, as to
which Mr. Jenkins disclaims beneficial ownership. Does not include 94,184
shares held by certain irrevocable family trusts in which Mr. Jenkins has
no beneficial interest.
(4) Includes 9,430 shares held of record by Mr. Rundell, 19,583 shares subject
to stock options exercisable within 60 days and 3,569 shares attributable
to ownership of stock units held in the Tandy Brands Accessories, Inc. 1995
Stock Deferral Plan for Non-Employee Directors.
(5) Includes 2,925 shares held of record by Mr. Runice, 19,583 shares subject
to stock options exercisable within 60 days and 5,660 shares attributable
to ownership of stock units held in the Tandy Brands Accessories, Inc. 1995
Stock Deferral Plan for Non-Employee Directors.
(6) Includes 8,000 shares subject to stock options exercisable within 60 days
and 3,964 shares attributable to ownership of stock units held in the Tandy
Brands Accessories, Inc. 1995 Stock Deferral Plan for Non-Employee
Directors.
(7) Includes 2,837 shares held of record by Mr. Stallings and 3,900 shares
subject to stock options exercisable within 60 days.
(8) Includes 2,250 shares subject to stock options exercisable within 60 days.
(9) Includes 70,782 shares held of record by Mr. Wood, 55,088 shares subject to
stock options exercisable within 60 days, 1,076 shares held indirectly
through the Tandy Brands Accessories, Inc. Stock Purchase Program and 4,145
shares held indirectly through the Tandy Brands Accessories, Inc. Benefit
4
<PAGE> 7
Restoration Plan. Also includes 51,115 shares held in the Tandy Brands
Accessories, Inc. Employees Investment Plan, as to which Mr. Wood disclaims
beneficial ownership.
(10) Includes 47,552 shares held of record by Mr. Ninemire, 12,333 shares
subject to stock options exercisable within 60 days, 997 shares held
indirectly through the Tandy Brands Accessories, Inc. Stock Purchase
Program and 677 shares held indirectly through the Tandy Brands
Accessories, Inc. Benefit Restoration Plan. Also includes 23,458 shares
held in the Tandy Brands Accessories, Inc. Employees Investment Plan, as to
which Mr. Ninemire disclaims beneficial ownership.
(11) Includes 224,462 shares subject to stock options exercisable within 60
days, 4,053 shares held indirectly through the Tandy Brands Accessories,
Inc. Stock Purchase Program, 220,666 shares held in the Tandy Brands
Accessories, Inc. Employees Investment Plan, 25,100 shares held indirectly
through the Tandy Brands Accessories, Inc. Benefit Restoration Plan and
17,173 shares attributable to ownership of stock units held in the Tandy
Brands Accessories, Inc. 1995 Stock Deferral Plan for Non-Employee
Directors.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of the Common Stock, to file with the Securities and
Exchange Commission ("SEC") initial reports of ownership and reports of changes
in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten-percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) reports
they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended June 30, 1999 all Section
16(a) filing requirements applicable to its officers, directors and greater than
ten-percent stockholders were complied with.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
Pursuant to the Company's Certificate of Incorporation, the Board is
divided into three classes, with each class serving a three-year term and one
class being elected at each annual meeting of stockholders. The terms of two of
the present directors expire at the Meeting, and such directors are being
nominated for re-election to the Board to serve until the 2002 Annual Meeting of
Stockholders or until their successors are elected and qualified. The remaining
five directors will continue to serve on the Board until their respective terms
expire as indicated below under the caption "Directors Whose Terms Will Continue
After the Meeting," and until their successors are elected and qualified.
However, the Company's Bylaws require mandatory retirement of any director at
age 70. Mr. Runice's successor in office will be elected by the majority vote of
the remaining directors upon his retirement at age 70. The authorized size of
the Board is from three to nine directors and is presently set at seven by
resolution of the Board.
NOMINEES FOR ELECTION TO THE BOARD
MR. J.S.B. JENKINS, 56, has served as President and Chief Executive Officer
of the Company since its formation in November 1990. Mr. Jenkins served as
Executive Vice President of The Bombay Company, Inc. ("Bombay") from July 1,
1985 until December 31, 1990, and as Vice President of Bombay from 1980 until
1985. He also served as the President of the Tandy Brands Accessories division
of Bombay, of which the Company was a division until its spin-off in December
1990, from April 1986 until the spin-off. In 1978, Mr. Jenkins was named
President of the Tex Tan Welhausen division, where he served until becoming an
officer of Bombay. Prior thereto, Mr. Jenkins was Vice President and Production
Manager of Tex Tan Welhausen Co., a division of Bombay, from 1974 until 1977,
when he was named Executive Vice President of that division. Mr. Jenkins also is
a member of the Texas A&M University College of Business Administration/Graduate
School of Business Development Council, the Texas A&M University Center for
Retailing
5
<PAGE> 8
Advisory Board, the Texas A&M University President's Council and the Board of
Directors of the Arlington Chamber of Commerce.
MR. MARVIN J. GIROUARD, 60, has been a director of the Company since June
1998. Mr. Girouard is presently the Chairman, President, Chief Executive Officer
and a director of Pier 1 Imports, Inc. Mr. Girouard served as President and
Chief Operating Officer of Pier 1 Imports, Inc. from August 1988 until July
1998.
There are no arrangements or understandings between the nominees and any
other person pursuant to which such nominees were selected as nominees.
VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS
To be elected a director, each nominee must receive the affirmative vote of
the holders of a majority of the shares voted in person or by proxy at the
Meeting. The Board of Directors recommends a vote FOR election of each of the
nominees.
DIRECTORS WHOSE TERMS WILL CONTINUE AFTER THE MEETING
The following table reflects the name and age of each director whose term
will continue after the Meeting, the positions and offices with the Company
currently held by each such director, the period of service as a director of the
Company, and the year in which such director's term will expire. Additional
information concerning the business experience of each such director follows the
table.
<TABLE>
<CAPTION>
TERM TO
NAME AGE POSITION HELD DIRECTOR SINCE EXPIRE
---- --- --------------------- -------------- -------
<S> <C> <C> <C> <C>
James F. Gaertner...................... 56 Director and Chairman November 1990 2000
of the Board
Maxine K. Clark........................ 50 Director April 1996 2000
Gene Stallings......................... 64 Director June 1997 2000
C. A. Rundell, Jr. .................... 67 Director November 1990 2001
Robert E. Runice....................... 70 Director November 1990 2001
</TABLE>
DR. JAMES F. GAERTNER has been a director of the Company since November
1990 and Chairman of the Board since October 1998. Dr. Gaertner currently serves
as Dean of the College of Business at The University of Texas at San Antonio
("UTSA"). Prior to his appointment as Dean on September 1, 1987, Dr. Gaertner
served for four years as professor and Director of the Division of Accounting
and Information Systems at UTSA. Dr. Gaertner served as an associate professor
at the University of Notre Dame from September 1976 until August 1983, and
during that period Dr. Gaertner served as director of Notre Dame's London master
of business program in London, England. From 1968 to 1973, Dr. Gaertner served
as a director and Chief Financial Officer of Tex Tan Welhausen Co., and later
served as the Controller for Tex Tan Welhausen, a division of Tandy Corporation.
Prior thereto, he was employed as a member of the audit staff of KPMG Peat
Marwick in Houston.
MS. MAXINE K. CLARK has been a director of the Company since April 1996.
Ms. Clark is the President and Chief Executive Officer of the Build-A-Bear
Workshop, L.L.C., an operator of interactive children's entertainment retail
stores, which she founded in February 1996. Prior thereto, Ms. Clark was
President of Payless Shoe Source from November 1992 to January 1996, and
Executive Vice President of Venture Stores from January 1988 to November 1992.
Ms. Clark also serves on the board of directors of The Earthgrains Company, a
bread company, and Department 56, a collectible gift and decorative accessory
manufacturer. She is a member of the Board of Trustees of the University of
Georgia Foundation, the Advisory Board of The Hatchery, Washington University
Olin School of Business, and the Board of Directors of the Greater St. Louis
Council of Girl Scouts.
MR. GENE STALLINGS has been a director of the Company since June 1997. Mr.
Stallings is presently an author and private investor. From January 1990 to
December 1996, he was the head football coach of the
6
<PAGE> 9
University of Alabama. Prior thereto, he was head coach of the St. Louis/Phoenix
Cardinals professional football team from 1986 to 1989. Mr. Stallings is a
member of the Board of Directors of the Peoples National Bank of Paris, Texas,
the Board of Regents of Abilene Christian University, the Board of St. Joseph's
Hospital in Paris, Texas, and the Board of Directors of Great Southern Wood
Incorporated. Mr. Stallings also is a member of the Board of Disability
Resources, a non-profit organization supporting group housing for physically and
mentally handicapped individuals.
MR. C. A. RUNDELL, JR. has been a director of the Company since November
1990. Mr. Rundell has operated as sole proprietor of Rundell Enterprises, a
private investment company with principal involvement in manufacturing
companies, since 1988 and from 1997 to 1998 served as the President and Chief
Executive Officer of Tyler Corporation. Prior thereto, Mr. Rundell served as
Chairman of the Board, President and Chief Executive Officer of Cronus
Industries, a diversified manufacturing and services company, from 1977 to 1988.
Mr. Rundell also served from 1966 to 1977 as Executive Vice President of Tyler
Corporation, a company which currently provides products for fund-raising
programs and retails automotive parts. Mr. Rundell is the Chairman of the Board
of NCI Building Systems, Inc. and Integrated Security Systems, Inc., and serves
on the board of directors of Dain Rauscher Corporation, Renaissance US Growth
and Income Trust Plc and Renaissance Capital Growth & Income Fund III, Inc. Mr.
Rundell also currently serves as a member of the executive committee of Tyler
Corporation.
MR. ROBERT E. RUNICE has been a director of the Company since November
1990. Mr. Runice is presently a business consultant and private investor. He
served as Vice President of US WEST, Inc. and President of Commercial
Development Division of US WEST, Inc. from September 1983 through the end of
1991. US WEST, Inc. is a telecommunications service corporation headquartered in
Englewood, Colorado. Mr. Runice served as Senior Vice President of Northwestern
Bell Telephone Company from January 1978 until June 1981. He then became
Assistant Vice President of American Telephone and Telegraph where he served
until December 1982, after which he became Vice President of Advanced
Information Systems of American Bell, Inc. until joining US WEST, Inc. Mr.
Runice serves on the board of directors of Bombay and of Utilx Corporation.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company currently receive
compensation consisting of an annual retainer of $20,000, and a $1,260 fee for
each Board meeting and each committee meeting attended. Committee chairmen
receive an annual retainer of $1,575 in addition to any applicable committee
meeting fees. The Chairman of the Board receives an annual fee of $46,500 for
all services rendered to the Company. The Company also reimburses its directors
for travel, lodging and related expenses incurred in attending Board and
committee meetings, and provides each director with directors and officers
insurance and travel accident insurance.
Under the Tandy Brands Accessories, Inc. Nonqualified Formula Stock Option
Plan for Non-Employee Directors (the "Directors Plan"), nonqualified stock
options to purchase up to an aggregate of 99,500 shares of Common Stock may
currently be granted to non-employee directors of the Company, although this
number will be increased to 150,500 shares if the stockholders approve the
proposed amendments to the Directors Plan. The goal of the Directors Plan is to
provide a means of retaining and attracting competent non-employee personnel to
serve on the Board of Directors by extending to such individuals added long-term
incentives for high levels of performance and for unusual efforts designed to
improve the financial performance of the Company. Under the Directors Plan, each
member of the Board of Directors who is not employed by the Company or any of
its affiliates will be eligible and will participate in the Directors Plan. On
the effective date of the Directors Plan in 1993, each incumbent non-employee
director was granted an option to purchase 3,000 shares of Common Stock. The
terms of the Directors Plan were changed by action of the Board effective July
1, 1999, to provide that on the day a non-employee director is first elected or
appointed to the Board of Directors, such director will be granted an option to
purchase 1,000 shares of Common Stock. Prior to July 1, 1999, the initial option
grant under the Directors Plan was determined based upon a formula. The
Directors Plan provides that, for grants made prior to July 1, 1999, twenty
percent (20%) of the options granted on the effective date of the Directors Plan
and upon initial election or appointment would vest on each anniversary of
7
<PAGE> 10
the respective dates of grant, until they have fully vested on the fifth
anniversary of the respective dates of grant. As changed by the Board, the
Directors Plan now provides that one hundred percent (100%) of the options
granted upon a director's initial appointment or election will be immediately
exercisable. Beginning in the 2000 fiscal year, the Directors Plan provides
that, concurrently with each regular annual election of Board Members, each
non-employee director will be granted an option to purchase 2,500 shares of
Common Stock and the Chairman of the Board will be granted an option to purchase
4,425 shares of Common Stock. Prior to the current fiscal year, each
non-employee director who was previously elected to the Board of Directors and
continued to serve in such capacity was granted an option to purchase that
number of shares of Common Stock with respect to which the fair market value was
equal to 150% of such director's annual retainer fee for the twelve-month period
beginning on the effective date of such election. Options granted in connection
with the annual election of directors become fully exercisable six months from
the date of grant. The exercise price of options granted under the Directors
Plan is the fair market value of the shares of Common Stock subject to the
option on the date of grant of the option, which will be the closing price of
the Common Stock as reported by the Nasdaq National Market System on such date.
Pursuant to the Tandy Brands Accessories, Inc. 1995 Stock Deferral Plan for
Non-Employee Directors (the "Directors Deferral Plan") non-employee directors
may elect to defer receipt of all of the annual and committee chair retainer
fees and meeting fees payable in cash, provided an appropriate irrevocable
written election to defer is made at least six months prior to the beginning of
the quarter to which such deferral applies. All amounts deferred are credited to
a bookkeeping reserve account maintained by the Company (the "Account") in units
which are equivalent in value to shares of Common Stock ("Stock Units"), based
on the average closing price of the Common Stock on the Nasdaq National Market
System during the quarter to which such election applies. Stock Units credited
pursuant to a deferral election are at all times fully vested and nonforfeitable
and shares of stock equal to the number of units deferred are payable at the
time specified in the applicable deferral election. Stock Units credited to a
non-employee director's Account are payable in an equal number of shares of
Common Stock in a single distribution made at each such time (no more frequently
than annually) specified by the non-employee director in the applicable deferral
election, but no earlier than twelve months following the establishment of the
affected Stock Unit. The Directors Deferral Plan authorizes the issuance of up
to 50,000 shares of Common Stock. Any declared cash dividends that would be
payable on a number of shares of Common Stock equal to the Stock Units credited
to a participating directors' Account will be reinvested. Stock Units also will
be adjusted for stock dividends, stock splits, combination, reclassification,
recapitalization or other capital adjustments. In the event of a change in
control, as defined in the Directors Deferral Plan, all units will become
immediately payable.
Pursuant to the Tandy Brands Accessories, Inc. Nonqualified Stock Option
Plan for Non-Employee Directors (the "Prior Directors Plan"), each member of the
Board of Directors who was not employed by the Company or any of its affiliates
could elect, six months prior to the date an option may be granted, to
contribute either 50% or 100% of his or her annual fee to acquire an option to
purchase shares of Common Stock. The exercise price of options granted under the
Prior Directors Plan is 50% of the fair market value of the shares of Common
Stock subject to the option on the date of grant of the option, which will be
the closing price of the Common Stock as reported by the Nasdaq National Market
System on such date. Because the directors could contribute their retainer to
purchase the 50% discount and pay 50% of the fair market value upon exercise of
the option, the total cost to acquire the shares is 100% of the fair market
value on the date of grant of the option. Options to purchase up to an aggregate
of 30,000 shares of Common Stock could be granted under the Prior Directors
Plan. Because the Prior Directors Plan was not widely used by the non-employee
directors, the Company has suspended use of the Prior Directors Plan and instead
now provides additional opportunities for stock ownership through the Directors
Deferral Plan.
As of September 3, 1999, six directors were eligible to participate in the
Directors Plan, the Directors Deferral Plan and the Prior Directors Plan.
8
<PAGE> 11
MEETINGS AND COMMITTEES OF THE BOARD
During the 1999 fiscal year, there were six meetings of the Board. Each of
the directors attended at least seventy-five percent (75%) of the combined total
number of meetings of the Board and meetings of all committees of the Board on
which such director served.
The Board of Directors has an Audit and Finance Committee currently
composed of Messrs. Girouard, Runice and Rundell, with Mr. Rundell as Chairman.
The Audit and Finance Committee is concerned primarily with the effectiveness of
accounting policies and practices, financial reporting and internal controls.
Specifically, the Audit and Finance Committee reviews and approves the scope of
the annual examination of the books and records of the Company and reviews the
findings and recommendations of the outside auditors on completion of the audit;
considers the organization, scope and adequacy of the Company's internal
controls function; monitors the extent to which the Company has implemented
changes recommended by the independent auditors or the Audit and Finance
Committee; and provides oversight with respect to accounting principles employed
in the Company's financial reporting. The Audit and Finance Committee met three
times during the 1999 fiscal year.
The Board of Directors also has a Human Resources and Compensation
Committee, currently composed of Messrs. Girouard and Stallings and Ms. Clark,
with Mr. Girouard serving as Chairman. The Compensation and Human Resources
Committee is concerned primarily with the Company's organization, salary and
non-salary compensation and benefit programs, succession planning and related
human resources matters. The Committee also recommends to the Board of Directors
annual salaries and bonus programs and stock option grants for executive
officers of the Company. The Human Resources and Compensation Committee met two
times during the 1999 fiscal year.
The Board of Directors also has an Administrative Committee, currently
composed of Messrs. Jenkins, Runice and Wood, with Mr. Runice serving as
Chairman. The Administrative Committee is concerned primarily with the
administration of the Tandy Brands Accessories, Inc. Employee Investment Plan.
The Administrative Committee met three times during the 1999 fiscal year.
The Board of Directors does not have a standing nominating committee or a
committee performing similar functions.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No person who served as a member of the Human Resources and Compensation
Committee during the 1999 fiscal year (i) was an officer or employee of the
Company during such year, (ii) was formerly an officer of the Company or (iii)
was a party to any material transaction with the Company during such year.
No executive officer of the Company served as a member of the compensation
or similar committee or board of directors of any other entity of which an
executive officer served on the Human Resources and Compensation Committee or
the Board of Directors of the Company.
9
<PAGE> 12
EXECUTIVE OFFICERS
The following table sets forth the names and ages of the current executive
officers of the Company and all positions with the Company held by such
executive officers. Each of the officers listed has been appointed by the Board
and serves at the discretion of the Board.
<TABLE>
<CAPTION>
NAME AGE POSITIONS HELD
---- --- --------------
<S> <C> <C>
J.S.B. Jenkins....................... 56 President, Chief Executive Officer and Director
Jerry W. Wood........................ 54 Executive Vice President
Stanley T. Ninemire.................. 43 Senior Vice President, Chief Financial Officer
and Assistant Secretary
</TABLE>
Information concerning the business experience of Mr. Jenkins is provided
under "Election of Directors -- Nominees for Election to the Board."
MR. JERRY W. WOOD was elected to the position of Executive Vice President
in May 1995. Prior thereto, he served as Senior Vice President of the Company
from September 1994 through May 1995 and as Vice President of the Company from
its formation in November 1990 through September 1994. Mr. Wood served as
Executive Vice President of the Tandy Brands Accessories division of Bombay from
April 1986 until December 31, 1990. Prior thereto, Mr. Wood acted as President
of The Grate Home and Fireplace division of Bombay from 1983 to 1986. From 1977
to 1983, Mr. Wood was Executive Vice President and later President of Hickok
Manufacturing Company, a former leather manufacturing division of Bombay which
was merged into the Tandy Brands Accessories division in 1984.
MR. STANLEY T. NINEMIRE has served as Senior Vice President, Chief
Financial Officer and Assistant Secretary of the Company since January 1997.
Prior thereto, Mr. Ninemire served as Vice President -- International Operations
of the Company from November 1994 through June 1995, and as Vice President and
Treasurer of the Company from its formation in November 1990 until November
1994. In addition, Mr. Ninemire served as Secretary of the Company from November
1990 to June 1991 and as Assistant Secretary from June 1991 through November
1994. From July 1995 to December 1996, Mr. Ninemire was Senior Vice President of
Finance and Operations of Practitioners Publishing Company, a division of
Thomson Publishing. Mr. Ninemire is a certified public accountant.
There are no family relationships between any directors and executive
officers.
EXECUTIVE COMPENSATION
The Company's Executive Compensation Program is administered by the Human
Resources and Compensation Committee of the Board of Directors. The committee is
comprised of three independent, non-employee directors. Following review and
approval by the Human Resources and Compensation Committee, all issues
pertaining to executive compensation (except for grants under the Company's
stock option plan, for which the plan administration committee has final
authority) are submitted to the full Board of Directors for approval.
Since its spin-off in December of 1990, the Company has maintained the
philosophy that compensation of its executive officers and other key management
personnel should be directly and materially linked to operating performance.
This linkage has been achieved through short-term incentives weighing executive
compensation towards bonuses paid on the basis of Company performance and
long-term incentives to own and hold substantial investments in the Company's
Common Stock.
10
<PAGE> 13
ANNUAL AND LONG-TERM COMPENSATION
The following table sets forth certain information with respect to annual
and long-term compensation for services rendered in all capacities for the years
ended June 30, 1999, 1998 and 1997 paid to Mr. Jenkins, the Company's President
and Chief Executive Officer, and each of the other executive officers of the
Company (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-------------------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
FISCAL ---------------------- OPTIONS COMPENSATION
NAME/TITLE YEAR SALARY($) BONUS($) (#) ($)(1)
---------- ------ --------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
J.S.B. Jenkins................ 1999 $350,000 $182,100 15,000 $68,930
President and Chief 1998 320,000 370,084 15,000 91,059
Executive Officer 1997 304,140 187,562 15,000 64,483
Jerry W. Wood................. 1999 $188,000 $ 73,372 10,000 $36,963
Executive Vice President 1998 179,000 201,168 9,000 53,517
1997 170,000 100,815 9,000 39,854
Stanley T. Ninemire........... 1999 $170,000 $ 39,508 10,000 $34,454
Senior Vice President, 1998 156,000 103,409 6,000 41,008
Chief Financial Officer and 1997 75,000(2) 25,790(2) 7,500(2) 15,752(2)
Assistant Secretary(3)
</TABLE>
- ---------------
(1) Represents primarily the Company's matching contributions under the Tandy
Brands Accessories, Inc. Stock Purchase Program, the Tandy Brands
Accessories, Inc. Benefit Restoration Plan and the Tandy Brands Accessories,
Inc. Employees Investment Plan and automobile allowances for each of the
Named Officers.
(2) These amounts represent compensation for the last six months of the fiscal
year ended June 30, 1997.
(3) Mr. Ninemire was Senior Vice President of Finance and Operations of
Practitioners Publishing Company, a division of Thomson Publishing, from
July 1995 to December 1996.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning stock options granted
to each of the Named Officers during the fiscal year ended June 30, 1999:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE OF ASSUMED
PERCENTAGE OF ANNUAL RATES OF STOCK
OPTIONS GRANTED PRICE APPRECIATION
NUMBER OF SHARES TO EMPLOYEES FOR OPTION TERM(1)
UNDERLYING DURING FISCAL EXERCISE PRICE EXPIRATION ---------------------
NAME OPTIONS GRANTED YEAR PER SHARE DATE 5% 10%
---- ---------------- --------------- -------------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
J.S.B. Jenkins......... 15,000 12.2% $17.5625 8/11/08 $165,674 $419,852
Jerry W. Wood.......... 10,000 8.2% 17.5625 8/11/08 110,450 279,901
Stanley T. Ninemire.... 10,000 8.2% 17.5625 8/11/08 110,450 279,901
</TABLE>
- ---------------
(1) The amounts shown in these columns represent the potential realizable values
using the options granted and the exercise price. The assumed rates of stock
price appreciation are set by the SEC's executive compensation disclosure
rules and are not intended to forecast appreciation of the Common Stock.
11
<PAGE> 14
SEVERANCE AGREEMENTS
Each of the Named Officers is a party to a severance agreement with the
Company (the "Agreements"). Each Agreement has a three year term but is
automatically extended on a year to year basis thereafter unless terminated or
unless a Change of Control (as defined therein) occurs, in which case the
Agreements remain in effect until no more benefits are to be paid under the
Agreements. If, within three years after a Change in Control occurs, a Named
Officer (1) is terminated by the Company other than as a result of his permanent
disability or for cause, or (2) terminates his employment upon the occurrence of
one of several specified events, the Named Officer will be entitled to the
payment of an amount equal to 200% of the sum of the Named Officer's aggregate
base pay and his aggregate incentive pay. In addition, immediately upon a Change
in Control, a Named Officer will receive: (a) immediate vesting of all stock
options granted to him by the Company; (b) immediate lapsing of all restrictions
on any restricted stock granted to him by the Company; and (c) an immediate
right to receive all performance shares granted to him by the Company prior to
the Change in Control. The Named Officer will also continue to receive the same
employee benefits he received before the termination of his employment for a two
year period following such termination of employment. The sum of all amounts
payable under an Agreement cannot exceed 299% of the Named Officer's "base
amount" as such term is defined in the Internal Revenue Code of 1986, as amended
(the "Code").
OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table sets forth certain information with respect to options
exercised during the fiscal year ended June 30, 1999 by each of the Named
Officers and the value of unexercised options held by the Named Officers at June
30, 1999.
(1) AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF VALUE OF UNEXERCISED
SECURITIES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
UNDERLYING FISCAL YEAR-END FISCAL YEAR-END(1)
OPTIONS --------------------------- ---------------------------
NAME EXERCISED(#) VALUE EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J.S.B. Jenkins................ 12,488 $190,567 66,400 30,000 $332,554 $100,000
Jerry W. Wood................. 0 0 45,421 19,667 305,263 63,208
Stanley T. Ninemire........... 0 0 7,000 16,500 63,350 46,113
</TABLE>
- ---------------
(1) The June 30, 1999 closing market price of $17.125 is used in the calculation
to determine the value of unexercised options.
12
<PAGE> 15
PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total stockholder return on the Company's Common Stock assuming
reinvestment of dividends, if any, and the cumulative total return of the Nasdaq
Stock Market-US Index, the Dow Jones Retailers-Broadline Index and the Standard
& Poors Textiles (Apparel) Index for the period from June 1994 through June
1999. The Company has in the past reported information on the Dow Jones
Retailers-Broadline Index. The Company is adding information on the Standard &
Poors Textiles (Apparel) index which it feels provides a more relevant
comparison of stockholder return. The Company does not plan to report
information on the Dow Jones Retailers-Broadline Index in the future. The
returns shown on the graph are not necessarily indicative of future performance.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
TANDY BRANDS ACCESSORIES, INC., NASDAQ STOCK MARKET -- U.S. INDEX,
STANDARD & POORS TEXTILES (APPAREL) INDEX
AND DOW JONES RETAILERS -- BROADLINE INDEX
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
TANDY BRANDS NASDAQ STOCK MARKET DOW JONES RETAILERS- STANDARD & POORS
ACCESSORIES, INC. (U.S.) BROADLINE TEXTILES (APPAREL)
----------------- ------------------- -------------------- ------------------
<S> <C> <C> <C> <C>
'6/94' 100.00 100.00 100.00 100.00
'6/95' 40.00 134.77 108.44 104.36
'6/96' 47.41 173.03 120.23 130.40
'6/97' 56.30 210.38 148.33 143.88
'6/98' 110.37 277.61 240.47 166.47
'6/99' 101.00 392.51 315.50 115.66
</TABLE>
13
<PAGE> 16
REPORT OF HUMAN RESOURCES AND COMPENSATION COMMITTEE
The Human Resources and Compensation Committee (the "Committee") of the
Board of Directors is composed entirely of Directors who are not employees of
the Company. No member of the Committee participates in the compensation
programs described in this report.
The responsibility of the Committee is to review and make recommendations
regarding compensation of executive officers to the Board of Directors. The
Board of Directors exercises final authority with respect to approval of
executive officer compensation. The Committee and the Board approve the
compensation of executive officers, including any merit or promotional
adjustments. The Committee reviews the performance of each executive officer on
at least an annual basis. Base salary increases are based upon the results of
such performance reviews, and, for executive officers other than the President
and Chief Executive Officer, such increases are also based upon the
recommendation of the President and Chief Executive Officer.
PHILOSOPHY, PROCEDURES AND GENERAL POLICIES
In determining executive officer compensation the Committee and the Board
are guided by the following objectives:
- Attracting, retaining and motivating highly qualified and committed
executive officers.
- Using the competitive employment market place as a guide to assessing and
establishing compensation levels.
- Determining total compensation to a meaningful degree by returns to the
Company's stockholders.
- Exercising appropriate discretion and judgment in making individual
compensation determinations based on the performance and particular
employment position of the affected executive officer, the current
economic and business circumstances of the Company and prevailing
conditions in the relevant employment market place.
- Encouraging executive officers to obtain and hold an equity stake in the
Company.
EXECUTIVE OFFICERS INCENTIVE PLAN
Under the Company's fiscal year 1999 executive officers incentive plan,
executive officer compensation consisted of the following components:
- Annual base salary
- Annual incentive bonus
- Long-term compensation in the form of stock option grants
- Company matching contributions under the Tandy Brands Accessories, Inc.
Stock Purchase Program, the Tandy Brands Accessories, Inc. Employees
Investment Plan and the Tandy Brands Accessories, Inc. Benefit
Restoration Plan.
In establishing this plan, comparative executive officer compensation
information was collected by the Committee using both publicly available sources
as well as compensation surveys produced by independent, outside compensation
firms. The Committee also utilized the results of a compensation study conducted
by an independent compensation consulting firm which analyzed compensation
levels within the Company's peer group.
ANNUAL COMPENSATION -- BASE SALARIES
During fiscal year 1999, the Company sought to establish base salaries of
executive officers at levels that, in the judgment of the Committee and the
Board, were sufficiently competitive to attract and retain qualified executive
officers, and were approximately equal to the average base salaries for
comparable positions within the Company's peer group. The base salary portion of
annual compensation, which was increased for fiscal year 1999, was established
by the Compensation Committee at the beginning of the fiscal year. Due to the
fact that the Company's performance in fiscal 1999 was above the minimum levels
established in the compensation
14
<PAGE> 17
plan for that year, increases in salary were granted to the persons named in the
"Executive Compensation -- Summary Compensation Table" for fiscal year 1999 over
fiscal year 1998.
ANNUAL COMPENSATION -- ANNUAL INCENTIVE BONUSES
Incentive bonuses are intended to encourage achievement of Company
performance goals with additional cash compensation directly related to the
Company's performance. Bonuses were granted to the executive officers during
fiscal year 1999 based on the Company's compensation plan. The fiscal year 1999
compensation plan provided for incentive bonuses based on:
- The extent to which fiscal year 1999 profit performance exceeded fiscal
year 1998 performance; and
- Return on asset performance in accordance with criteria established by
the Board.
Under the plan, no portion of the fiscal year 1999 bonuses was guaranteed
and potential bonuses were set at performance levels that, in the judgment of
the Committee and the Board, would facilitate growth in earnings per share
compared to fiscal year 1998. In fiscal year 1999, the aggregate of the bonuses
for executives named in the "Executive Compensation -- Summary Compensation
Table" was 29.4% of their annual compensation, reflecting the increased profit
performance and return on assets achieved by the Company for the fiscal year
ended June 30, 1999, versus the fiscal year ended June 30, 1998.
LONG-TERM COMPENSATION
The Company's stock option and bonus plans and stock purchase programs
provide long-term incentive compensation for executive officers if the market
price of the Common Stock increases over time. In fiscal year 1999, 35,000 stock
options were granted to the executive officers listed in "Executive
Compensation -- Summary Compensation Table."
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
During fiscal year 1999, the Chief Executive Officer's base salary rate was
$350,000, a $30,000 increase from fiscal year 1998. For fiscal year 1999, the
Chief Executive Officer's total salary and bonus was $532,100, compared to
$690,084 in fiscal year 1998. In the opinion of the Committee and the Board, the
increase in base salary and the bonus paid for fiscal 1999 performance were
justified by the improvement in the Company's performance in fiscal 1999 as
compared to fiscal 1998.
TAX DEDUCTIBILITY LIMITATIONS FOR EXECUTIVE COMPENSATION
Section 162(m) of the Federal Tax Code places a $1 million yearly limit on
the Company's ability to deduct certain types of executive compensation. Final
regulations on the Section 162(m) limit were issued by the Internal Revenue
Service in December 1995. The Company's practice is, and it is anticipated that
it will continue to be, to maximize the tax deductibility of expenses incurred
for executive compensation. The Section 162(m) limitation had no effect on the
Company in fiscal year 1999.
COMPENSATION COMMITTEE MEMBERS
The foregoing report has been provided by the Compensation Committee of the
Board of Directors.
HUMAN RESOURCES AND
COMPENSATION COMMITTEE
MARVIN J. GIROUARD, Chairman
GENE STALLINGS
MAXINE K. CLARK
15
<PAGE> 18
APPROVAL OF AMENDMENTS TO THE
TANDY BRANDS ACCESSORIES, INC.
NONQUALIFIED FORMULA STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
(PROPOSAL NO. 2)
The Board of Directors has approved, subject to the approval of the
stockholders of the Company, an amendment to the Tandy Brands Accessories, Inc.
Nonqualified Formula Stock Option Plan for Non-Employee Directors (the
"Directors Plan") which would increase the number of shares of Common Stock
which may be sold upon exercise of stock options granted under the Directors
Plan by 51,000 shares to an aggregate of 150,500 shares of Common Stock.
DESCRIPTION OF PROPOSED AMENDMENT.
Increase in Number of Shares Available for Grant. The Directors Plan
currently provides for the granting of nonqualified stock options to
non-employee directors to purchase up to an aggregate of 99,500 shares of Common
Stock. By operation of the formula contained in the Directors Plan, as of
September 3, 1999, non-employee directors have become entitled to options to
purchase a total of 91,697 shares of Common Stock. The proposed amendment would
increase the number of shares available under the Directors Plan from 99,500 to
150,500 shares. This proposed increase is intended to provide for options under
the Directors Plan for several years into the future. If the amendment is not
approved by the stockholders, the Company will not have sufficient shares
available under the Directors Plan to grant the options contemplated by such
plan for 1999. The Board of Directors believes that the increase in the number
of shares available under the Directors Plan will assist the Company in
achieving the objectives discussed under "General Description of Current
Provisions of Directors Plan" below.
The Company intends to register the offer and sale of the additional 51,000
shares of Common Stock issuable under the Directors Plan under the Securities
Act of 1933, as amended (the "Securities Act"), assuming the Company's
stockholders approve the proposed amendment. Shares of Common Stock purchased
pursuant to the Directors Plan after the effective date of such registration
could immediately be sold in the open market subject to, in the case of
affiliates (as defined in Rule 144 under the Securities Act), compliance with
the provisions of Rule 144, other than the holding period requirement.
GENERAL DESCRIPTION OF CURRENT PROVISIONS OF DIRECTORS PLAN.
A general description of the current terms of the Directors Plan is set
forth below, but is qualified in its entirety by reference to the text of the
plan. Copies of the full text of the Directors Plan are available for review at
the principal offices of the Company and will be furnished to stockholders
without charge upon request directed to Mr. Stanley T. Ninemire, Tandy Brands
Accessories, Inc., 690 East Lamar Blvd., Suite 200, Arlington, Texas 76011.
The goal of the Directors Plan is to provide a means of retaining and
attracting competent non-employee personnel to serve on the Board of Directors
by extending to such individuals added long-term incentives for high levels of
performance and for unusual efforts designed to improve the financial
performance of the Company. Under the Directors Plan, each member of the Board
of Directors who is not employed by the Company or any of its affiliates will be
eligible and will participate in the Directors Plan. When the Directors Plan
became effective in 1993, each incumbent non-employee director was granted an
option to purchase 3,000 shares of Common Stock. The Directors Plan currently
provides that, on the day a non-employee director is first elected or appointed
to the Board of Directors, such director will be granted an option to purchase
1,000 shares of Common Stock. Such options are fully exercisable when granted.
The Directors Plan also provides that, concurrently with each regular annual
election of members of the Board of Directors, each non-employee director who
previously was elected to the Board of Directors and continues to serve in such
capacity will be granted an option to purchase 2,500 shares of Common Stock
while the Chairman of the Board will be granted an option to purchase 4,425
shares of Common Stock. Such options will become fully exercisable six months
from the date of grant.
16
<PAGE> 19
The exercise price of options granted under the Directors Plan is the fair
market value of the shares of Common Stock subject to the option on the date of
grant of the option. the fair market value is equal to the closing price of the
Common Stock as reported by the NASDAQ National Market System on the date of
grant. On September 3, 1999, the closing price of the Common Stock was $13.625.
No option granted under the Directors Plan will be transferable by the
optionholder other than upon death. Options may be granted until ten years
following the date of adoption of the Directors Plan. No option will be
exercisable after the expiration of ten (10) years from its date of grant.
Options granted under the Directors Plan currently become exercisable as
set forth above. Upon the termination of the directorship of an optionholder for
any reason other than death or on account of any act of fraud or intentional
misrepresentation or embezzlement, misappropriation or conversion of assets or
opportunities of the Company or any affiliate, an option (to the extent
otherwise exercisable on the date of such termination) will be exercisable by
the optionholder at any time prior to the expiration date of the option or
within thirty-six (36) months after the date of such termination of the
directorship, whichever is the shorter period. If an optionholder dies while
serving as a member of the Board of Directors, the option will be exercisable
(whether or not exercisable on the date of the death of such optionholder) at
any time prior to the expiration date of the option or within thirty-six (36)
months after the date of death, whichever is the shorter period. If an
optionholder dies during the 36-month period described above, the option will be
exercisable (to the extent exercisable on the date of death of such
optionholder) at any time within the 36-month period described above or within
twelve (12) months after the date of death, whichever is the longer period, but
in no event after the Expiration Date of the option. An option granted under the
Directors Plan will automatically terminate as of the date the optionholder's
directorship is terminated, if the directorship is terminated on account of any
act of fraud or intentional misrepresentation, or embezzlement, misappropriation
or conversion of assets or opportunities of the Company or any affiliate.
The Board of Directors may not amend any provision of the Directors Plan
relating to the amount and price of Common Stock subject to the options granted
thereunder or the timing of grants thereunder more than once every six months,
other than to conform with changes in the Code, the Employee Retirement Income
Security Act, or the rules thereunder. Any amendment to the Directors Plan must
be approved by the stockholders of the Company if the amendment would (i)
materially increase the aggregate number of shares of Common Stock which may be
issued pursuant to options granted under the Directors Plan, (ii) materially
modify the requirements as to eligibility for participation in the Directors
Plan, or (iii) materially increase the benefits accruing to holders of options
under the Directors Plan.
A director who is granted an option under the Directors Plan will not be
subject to federal income tax upon the grant of the option, and the Company will
not be entitled to a tax deduction by reason of such grant. Except in certain
circumstances, upon exercise of the option, the excess of the fair market value
of the shares acquired on the exercise date over the exercise price will be
considered compensation taxable as ordinary income to the optionholder, and the
Company may claim a tax deduction at that time equal to the amount of taxable
income realized by the optionholder, provided that applicable federal income tax
withholding and reporting requirements are satisfied. If any profits associated
with a sale of Common Stock acquired pursuant to the exercise of an option under
the Directors Plan could subject the optionholder to liability under Section
16(b) of the Securities and Exchange Act of 1934, as amended, there will be no
concurrent federal income tax consequences to either the optionholder or the
Company as a result of the exercise of such option. The inclusion of such
profits as income to the optionholder is generally deferred until the earlier
of: (i) the six-month period to which the preceding sentence refers, or (ii) the
date on which the Section 16(b) restrictions terminate. However, if the
optionholder makes a timely and proper election under Section 83(b) of the Code
to be taxed at the time such Common Stock is transferred to him or her, then the
excess of the fair market value of shares of Common Stock on the exercise date
over the exercise price will be taxed as ordinary income. Such election must be
made within thirty (30) days of the date of exercise. In the absence of such an
election, the excess of the fair market value of shares of Common Stock on the
date the Section 16(b) restrictions expire (or, if earlier, the date on which
the six-month period referred to above expires) over the exercise price will be
considered compensation taxable as ordinary income to the optionholder. The
Company will be entitled to a tax deduction in an amount equal to the amount
required to be recognized as ordinary
17
<PAGE> 20
income by the optionholder at the time the optionholder is subject to tax,
provided that the applicable federal income tax withholding and reporting
requirements are satisfied.
VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS
Approval of the amendment to the Directors Plan requires the affirmative
vote of the holders of a majority of the shares of Common Stock present or
represented by proxy at the Meeting. The Board of Directors unanimously
recommends a vote FOR approval of the amendment to the Directors Plan.
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<PAGE> 21
APPROVAL OF AMENDMENTS TO THE
TANDY BRANDS ACCESSORIES, INC.
1997 EMPLOYEE STOCK OPTION PLAN
(PROPOSAL NO. 3)
The Board of Directors has approved, subject to the approval of the
stockholders of the Company, an amendment to the 1997 Employee Stock Option Plan
(the "Employee Plan") which would increase the number of shares of Common Stock
which may be issued upon exercise of options granted under the Employee Plan.
DESCRIPTION OF PROPOSED AMENDMENT.
Increase in Number of Shares Available for Grant. The Employee Plan
currently provides for the granting of stock options to employees to purchase up
to an aggregate of 300,000 shares of Common Stock. As of September 3, 1999,
employees have become entitled to options to purchase a total of 259,500 shares
of Common Stock under the Employee Plan. The proposed amendment would increase
the number of shares available under the Employee Plan from 300,000 to 575,000
shares. This proposed increase is intended to provide for options under the
Employee Plan for several years into the future. The Board of Directors believes
that the increase in the number of shares available under the Employee Plan will
assist the Company in achieving the objectives discussed under "General
Description of Current Provisions of the Employee Plan" below.
The Company intends to register the offer and sale of the additional
275,000 shares of Common Stock issuable under the Employee Plan under the
Securities Act, assuming the Company's stockholders approve the proposed
amendment. Shares of Common Stock purchased pursuant to the Employee Plan after
the effective date of such registration could immediately be sold in the open
market subject to, in the case of affiliates (as defined in Rule 144 under the
Securities Act), compliance with the provisions of Rule 144, other than the
holding period requirement.
GENERAL DESCRIPTION OF CURRENT PROVISIONS OF THE EMPLOYEE PLAN.
A general description of the terms of the Employee Plan is set forth below,
but is qualified in its entirety by reference to the text of such plan. Copies
of the full text of the Employee Plan are available for review at the principal
offices of the Company and will be furnished to stockholders without charge upon
request directed to Mr. Stanley T. Ninemire, Tandy Brands Accessories, Inc., 690
East Lamar Blvd., Suite 200, Arlington, Texas 76011.
The Employee Plan provides for the grant of both incentive and nonqualified
stock options. Incentive stock options granted under the Employee Plan are
intended to qualify as "incentive stock options" within the meaning of Section
422 of the Code. Nonqualified stock options granted under the Employee Plan are
intended not to qualify as incentive stock options under the Code. Options to
purchase up to an aggregate of 300,000 shares of Common Stock may be granted
under the Employee Plan.
Options may be granted under the Employee Plan only to employees of the
Company who are officers or persons whose principal duties consist of
supervising the work of other employees or who are otherwise key employees of
the Company. Members of the Board are not considered officers or employees for
purposes of the Employee Plan; however, a person otherwise eligible to
participate in the Employee Plan is not disqualified by virtue of being a member
of the Board. The maximum number of shares of Common Stock with respect to which
options may be granted under the Employee Plan during any calendar year to an
executive officer whose compensation is required to be reported in the Company's
proxy statement and whose total compensation is determined by the Board to
potentially be subject to the limitations on deductions imposed by Section
162(m) of the Code is 50,000 shares. There are currently approximately 31
employees eligible to participate in the Employee Plan.
The Employee Plan requires that the exercise price of each option be not
less than the fair market value of the shares of Common Stock on the date of
grant, which will be the average of the high and low prices of
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<PAGE> 22
the Common Stock as reported by the NASDAQ National Market System on such date.
On September 3, 1999, the closing price of the Common Stock was $13.625. The
exercise price of an option is payable in cash, by tendering shares of Common
Stock already owned by the optionholder, or by a combination of cash and shares.
An Incentive Stock Option granted under the Employee Plan is not transferable by
the optionholder other than upon death. A nonqualified stock option is
transferable by the optionholder subject to the terms of the Employee Plan and
the agreement evidencing such option. Options may be granted until ten years
following the date of adoption of the Employee Plan. No option will be
exercisable after the expiration of ten (10) years from its date of grant.
Options granted under the Employee Plan generally are not transferable
except as described above and, with certain exceptions in the event of
retirement, death or disability of the optionholder, may be exercised by the
optionholder only during employment or within three (3) months after termination
of employment. The Board has the authority to prescribe upon the granting of
options the schedule under which such options will become exercisable by each
optionholder and the conditions of any such exercise; provided that no option
will be exercisable in whole or in part before the first anniversary of the date
of grant. In the event of termination of employment due to permanent and total
disability, an option may be exercised within thirty-six (36) months after
termination of employment, but in no event after the Expiration Date of the
option. In the event of death of an optionholder while an employee, any options
then held by such employee may be exercised within twelve (12) months after the
death of the optionholder by the executor or administrator of the optionholder's
estate or by the person or persons to whom the optionholder's rights under the
option pass by will or by the laws of descent and distribution. If a "change of
control", as defined in the Employee Plan, of the Company occurs, all options
granted will become immediately exercisable. If an optionholder retires, the
Board has the discretion to accelerate the right to exercise options previously
granted to such optionholder. If an optionholder is terminated for cause, all
options held by such a person will automatically terminate.
The Employee Plan is administered by the Company's Human Resources and
Compensation Committee. The Board may at any time terminate the Employee Plan or
make such amendments thereto as it may deem advisable without further action on
the part of the Company's stockholders; provided, however, that no such
termination or amendment will affect or impair the rights of optionholders.
Further, any amendment to the Employee Plan must be approved by the stockholders
of the Company if the amendment would (i) increase the aggregate number of
shares of Common Stock which may be issued pursuant to incentive stock options
granted under the Employee Plan, or (ii) modify the requirements as to
eligibility to receive incentive stock options under the Employee Plan.
Under present law, the federal income tax treatment of nonqualified options
under the Employee Plan should be generally as follows: An employee who is
granted a nonqualified option under the Employee Plan will not be subject to
federal income tax upon the grant of the option, and the Company will not be
entitled to a tax deduction by reason of such grant. Upon exercise of the
nonqualified option, the excess of the fair market value of the shares acquired
on the exercise date over the exercise price will be considered compensation
taxable as ordinary income to the optionholder, and the Company may claim a tax
deduction at that time equal to the amount of taxable income realized by the
optionholder, provided that the Company satisfies the applicable federal income
tax reporting requirements with respect to the income recognized by the
optionholder. In the event of sale of such shares of Common Stock, any gain or
loss after the date of exercise will, assuming such shares qualify as capital
assets in the hands of the optionholder and have been held for the requisite
period of time, qualify as capital gain or loss.
If any profits associated with a sale of Common Stock acquired pursuant to
the exercise of a nonqualified option under the Employee Plan within six months
of its acquisition could subject the optionholder to liability under Section
16(b) of the Exchange Act, there will be no concurrent federal income tax
consequences to either the optionholder or the Company as a result of the
exercise of such option. The inclusion of such profits as income to the
optionholder generally is deferred until the earlier of: (i) the expiration of
the six-month period to which the preceding sentence refers, or (ii) the first
day on which the sale of such Common Stock will not subject the employee to
liability under Section 16(b). However, if the optionholder makes a timely and
proper election under Section 83(b) of the Code to be taxed at the time such
Common Stock is transferred to him or her, then the excess of the fair market
value of shares of Common Stock on the exercise
20
<PAGE> 23
date over the exercise price will be taxed as ordinary income. Such election
must be made within thirty (30) days of the date of exercise. In the absence of
such an election, the excess of the fair market value of shares of Common Stock
on the date the Section 16(b) restrictions expire with respect to such
optionholder (or, if earlier, the date on which the six-month period referred to
above expires) over the exercise price will be considered compensation taxable
as ordinary income to the optionholder. The Company will be entitled to a tax
deduction in an amount equal to the amount required to be recognized as ordinary
income by the optionholder at the time the optionholder is subject to tax,
provided that the applicable federal income tax withholding and reporting
requirements are satisfied. On the sale of any shares acquired pursuant to the
exercise of a nonqualified option granted under the Employee Plan, an
optionholder will recognize gain in an amount equal to the difference between
the sales price and the optionholder's tax basis in such shares, which tax basis
will include the exercise price paid plus the amount required to be recognized
as income by the optionholder as a result of the exercise of the nonqualified
option to purchase such shares, and such gain will be short-term capital gain if
the shares have been held for twelve months or less and long-term capital gain
if the shares have been held for longer than twelve months.
Under present law, the federal income tax treatment of incentive stock
options ("ISOs") granted under the Employee Plan should be generally as follows:
An optionholder who is granted an ISO will not be subject to federal income tax
upon the grant of the ISO, and the Company will not be entitled to a tax
deduction by reason of such grant. Upon exercise of the ISO, the optionholder
will not be deemed to receive any income, and the Company will not be allowed
any deduction. However, the excess of the fair market value of the shares
acquired on the exercise date over the exercise price is an "item of preference"
for purposes of the alternative minimum tax ("AMT") and may subject the
optionholder to the AMT. If no disposition of the shares of Common Stock
acquired upon exercise of the ISO is made by the optionholder within two years
from the date of the grant of the ISO, nor within one year after the exercise of
the ISO, then upon subsequent disposition of such Common Stock the difference
between the amount realized upon sale and the exercise price will be
characterized as long-term capital gain or loss, and the Company will not be
permitted any deduction. However, if such Common Stock is disposed of within the
two-year period following the date of grant or the one-year period following the
date of exercise of the ISO (a "disqualifying disposition"), then, generally
speaking, the portion of the gain, if any, which equals the lesser of: (i) the
excess of the fair market value of the Common Stock on the date the ISO is
exercised over the exercise price, or (ii) the excess of the proceeds from the
sale over the exercise price, will be taxed as ordinary income to the
optionholder in the year of disposition, and the Company will be allowed a
deduction for federal income tax purposes in such year in an amount equal to the
amount taxable to the optionholder as ordinary income. If the disqualifying
disposition is one which would subject the optionholder to liability under
Section 16(b) of the Exchange Act, then the discussion in the preceding
paragraph regarding the tax consequences of such dispositions of Common Stock
acquired pursuant to the exercise of nonqualified options may, depending on
Internal Revenue Service guidance, apply to such disqualifying disposition of
Common Stock acquired pursuant to the exercise of an ISO. Additionally, when a
disqualifying disposition occurs, any gain in excess of the amount taxed as
ordinary income will be taxed as short-term capital gain if the Common Stock has
been held for twelve months or less or as long-term capital gain if the Common
Stock has been held longer than twelve months.
The above tax information is only a brief description of the federal income
tax consequences of receipt and/or exercise of options. It is based on present
federal tax laws and regulations and does not purport to be a complete
description of such federal income tax consequences. The foregoing summary of
federal income tax consequences may change when final regulations are issued
under Internal Revenue Code Section 422 dealing with ISOs or in the event of a
change in the Internal Revenue Code or regulations thereunder.
VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS
Approval of the amendment to the Employee Plan requires the affirmative
vote of the holders of a majority of the shares of Common Stock present or
represented by proxy at the Meeting. The Board of Directors unanimously
recommends a vote FOR approval of the amendment to the Employee Plan.
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<PAGE> 24
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Ernst & Young LLP to serve as the
Company's independent public accountants for fiscal year 1999. A representative
of Ernst & Young LLP is expected to be present at the Meeting. The
representative will be afforded the opportunity to make a statement and to
respond to appropriate questions of stockholders.
ANNUAL REPORT ON FORM 10-K
The Company will provide, free of charge, at the written request of any
stockholder, a copy of the Company's Annual Report on Form 10-K, without
exhibits, which incorporates by reference the Company's financial statements and
includes the related financial statement schedules. The Company will provide
copies of the exhibits, should they be requested, and may impose a reasonable
fee for providing such exhibits. Requests for the Company's Annual Report on
Form 10-K should be mailed to Tandy Brands Accessories, Inc., 690 East Lamar
Blvd., Suite 200, Arlington, Texas 76011, Attention: Mr. Stanley T. Ninemire.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's 2000
Annual Meeting of Stockholders must be received at the Company's principal
executive offices no later than May 8, 2000 in order to be considered for
inclusion in the Company's proxy materials relating to that meeting.
By Order of the Board of Directors
/s/ DARREL A. RICE,
DARREL A. RICE,
Secretary
September 3, 1999
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<PAGE> 25
1420-PS-99
<PAGE> 26
DETACH HERE
PROXY
TANDY BRANDS ACCESSORIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned security holder of Tandy Brands Accessories, Inc., a Delaware
corporation, hereby appoints J.S.B. Jenkins and Stanley T. Ninemire, and each of
them, with full power of substitution, to represent and to vote on behalf of the
undersigned all securities which the undersigned is entitled to vote at the
Annual Meeting of Stockholders scheduled to be held on Tuesday, October 19,
1999, at 9:00 A.M., local time, at the Hyatt Regency DFW, International Parkway,
inside Dallas/Ft. Worth Airport, DFW Airport, Texas 75261, and at any
adjournment or adjournments thereof, hereby revoking all proxies heretofore
given with respect to such securities upon the matters described in the Notice
of Annual Meeting of Stockholders and related Proxy Statement for the Annual
Meeting (receipt of which is hereby acknowledged), and upon any other business
that may properly come before such Annual Meeting.
THE SECURITIES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED ON THE
REVERSE SIDE, BUT IF NO SPECIFICATION IS MADE, THE PROXIES NAMED ABOVE INTEND TO
VOTE THE SECURITIES AT THEIR DISCRETION FOR THE ELECTION OF THE LISTED NOMINEES
TO THE BOARD OF DIRECTORS, FOR THE PROPOSAL TO AMEND THE TANDY BRANDS
ACCESSORIES, INC. NONQUALIFIED FORMULA STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS, FOR THE PROPOSAL TO AMEND THE TANDY BRANDS ACCESSORIES, INC. 1997
EMPLOYEE STOCK OPTION PLAN AND OTHERWISE AT THE DISCRETION OF THE PROXIES.
- ------------ -------------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ------------ -------------
<PAGE> 27
DETACH HERE
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1 BELOW AS DIRECTORS, FOR
PROPOSALS 2 AND 3 AND OTHERWISE AT THE DISCRETION OF THE PROXIES.
1. To elect Class III Directors 2. To approve the amendment to the FOR AGAINST ABSTAIN
Tandy Brands Accessories, Inc.
NOMINEES: J.S.B. Jenkins, Marvin J. Girouard Nonqualified Formula Stock Option [ ] [ ] [ ]
Plan for Non-Employee Directors.
FOR [ ] [ ] WITHHELD
BOTH FROM 3. To approve the amendment to the FOR AGAINST ABSTAIN
NOMINEES BOTH Tandy Brands Accessories, Inc.
NOMINEES 1997 Employee Stock Option Plan. [ ] [ ] [ ]
[ ] 4. In their discretion upon such other matters as properly
------------------------------------------------- come before the meeting.
For both nominees except as noted above
IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE DATE,
SIGN AND RETURN ALL CARDS IN THE ACCOMPANYING ENVELOPE.
Please sign exactly as name appears hereon. When signing
as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name
by authorized person. When shares are held by joint
tenants, both should sign.
Signature: Date: Signature: Date:
------------------------------ ----------- ----------------------------- -----------
</TABLE>
