SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
TANDY CORPORATION
_____________________________________________
(Name of Registrant Specified In Its Charter)
TANDY CORPORATION
_____________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controbersy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: ___/
__________________________________________
4) Proposed maximum aggregate value of transaction: ________________________
___/ Set forth the amount on which the filing fee is caluclated and state
how it was determined.
[ ] 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 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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TANDY CORPORATION/PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
FOR THE ANNUAL MEETING ON MAY 16, 1996
The undersigned hereby appoints John V. Roach, Jack L.
Messman, Thomas G. Plaskett and John A. Wilson, and each or
any of them, attorneys and proxies of the undersigned, with
full power of substitution, to vote all the shares of common
stock of the Corporation held by the undersigned at the
Annual Meeting of Stockholders of Tandy Corporation at Fort
Worth, Texas on May 16, 1996, or any adjournment thereof, as
indicated on this proxy, and in their discretion on any other
matters which may properly come before the meeting. If no
directions are given, this Proxy will be voted "FOR" Item 1.
________________________________
Please sign exactly as your name
appears on this Proxy.
DATED: ________________, 1996
Please Sign, Date and Promptly Return This Proxy in the
Enclosed Envelope.
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS, JUST SIGN ON THE REVERSE SIDE -
NO BOXES NEED TO BE CHECKED
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR:
__ __
1. Election of Directors [__] FOR [__] WITHHOLD AUTHORITY
all nominees to vote for all
listed below nominees listed
(except as below
marked to
the contrary
below)
James I. Cash, Jr., Donna R. Ecton, Lewis F. Kornfeld, Jr.,
Jack L. Messman, William G. Morton, Jr., Thomas G. Plaskett,
John V. Roach, Alfred J. Stein, William E. Tucker, Jesse L.Upchurch,
John A. Wilson
INSTRUCTION: To withhold authority to vote for any individual
nominee, write nominee's name on the following line.
_____________________________________________________________
<PAGE>
TANDY CORPORATION
1800 One Tandy Center
Fort Worth, Texas 76102
____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 16, 1996
_____________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Tandy Corporation will be held at the
Worthington Hotel, 200 West Second Street, Fort Worth, Texas
76102, on Thursday, May 16, 1996, at 10:00 a.m. for the
following purposes:
(1) To elect directors to serve for the ensuing year and
until their respective successors are elected; and
(2) To transact such other business as may properly come
before the meeting or any adjournment or adjournments
thereof.
The transfer books will not be closed. The date fixed by
the Board of Directors as the record date for the
determination of the stockholders entitled to notice of, and
to vote at, said Annual Meeting or any adjournment or
adjournments thereof is the close of business on March 19,
1996.
By Order of the Board of Directors
HERSCHEL C. WINN
Senior Vice President
Fort Worth, Texas and Secretary
March 28, 1996
IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON, MANAGEMENT
ASKS THAT YOU SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT AT
ONCE IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. A PROXY IS REVOCABLE AT ANY TIME
PRIOR TO BEING VOTED AT THE MEETING BY (A) FILING WITH THE
CORPORATE SECRETARY A WRITTEN NOTICE OF REVOCATION BEARING A
LATER DATE THAN THE PROXY CARD, (B) DULY EXECUTING AND FILING
WITH THE CORPORATE SECRETARY A SUBSEQUENTLY DATED PROXY CARD
OR (C) ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON (BUT
MERE ATTENDANCE AT THE MEETING AND VOTING WITHOUT A WRITTEN
NOTICE OF REVOCATION SHALL NOT REVOKE A PREVIOUSLY FILED
PROXY CARD).
<PAGE>
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<PAGE>
PROXY STATEMENT
TANDY CORPORATION
1800 One Tandy Center
Fort Worth, Texas 76102
ANNUAL MEETING OF STOCKHOLDERS OF TANDY
CORPORATION
TO BE HELD ON THURSDAY, May 16, 1996
This Proxy Statement is being furnished to stockholders of
Tandy Corporation, a Delaware corporation (the "Company"), in
connection with the solicitation of proxies by the Board of
Directors of the Company (the "Board") from holders of record
of the Company's voting securities as of the close of
business on March 19, 1996 (the "Annual Meeting Record
Date"), for use at the Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held on Thursday, May
16, 1996, at 10:00 a.m. (Central Daylight Savings Time) at
the Worthington Hotel, 200 West Second Street, Fort Worth,
Texas 76102, and at any adjournment or postponement thereof.
This Proxy Statement is first being mailed to the holders of
the Company's voting securities on or about March 28, 1996.
PURPOSES OF THE ANNUAL MEETING
At the Annual Meeting, holders of shares of Company
securities entitled to vote at the Annual Meeting will be
asked to consider and to vote upon the following matters:
(i) the election of 11 directors of the Company to serve
until the next annual meeting of stockholders or until their
successors are elected; and
(ii) such other business as may properly come before
the meeting.
The Board unanimously recommends a vote FOR the election
of the Board's nominees for election as directors of the
Company. As of the date of this Proxy Statement, the Board
knows of no other business to come before the Annual Meeting.
VOTING RIGHTS AND PROXY INFORMATION
Only holders of record of shares of the Company's Common
Stock and the Company's Series B TESOP Convertible Preferred
Stock (the "TESOP Stock") as of the Annual Meeting Record
Date will be entitled to notice of, and to vote at, the
Annual Meeting or any adjournment or postponement thereof.
The holders of shares of Company Common Stock are entitled to
one vote per share (a "Common Stock Vote") on any matter
which may properly come before the Annual Meeting. The
holders of TESOP Stock are entitled to 21.768 Common Stock
Votes per share.
As of the Annual Meeting Record Date, a total of 85,627
shares of TESOP Stock were held in the Tandy Fund. Each
participant in the Tandy Fund is entitled to direct the Tandy
Fund Trustee with respect to the voting of the TESOP Stock
allocated to his or her account. If a participant does not
direct the Tandy Fund Trustee with respect to the voting of
the TESOP Stock, the Trustee will vote such securities, and
all unallocated TESOP Stock held by the Tandy Fund, in the
same proportion as other participants who have directed the
Trustee with respect to allocated shares.
As of the Annual Meeting Record Date, the total number of
Common Stock Votes represented by the voting securities of
the Company entitled to vote were 62,771,378. Specifically,
there were 60,907,447 shares of Company Common Stock
outstanding, representing 60,907,447 Common Stock Votes; and
85,627 shares of TESOP Stock outstanding, representing
1,863,931 Common Stock Votes.
The presence, either in person or by properly executed
proxy, of the holders of a majority of the Common Stock Votes
as of the Annual Meeting Record Date is necessary to
constitute a quorum at the Annual Meeting. Shares held by
holders who are either present in person or represented by
proxy who abstain will be treated as present for quorum
purposes on all matters.
The affirmative vote of a plurality of the Common Stock
Votes entitled to vote and represented in person or by
properly executed proxy at the Annual Meeting is required to
approve the election of each of the Company's nominees for
election as a director. With respect to the election of
directors, shares that abstain will be included in the vote
total as withholds (i.e., votes against the Company's
nominees for election).
The affirmative vote of a majority of the Common Stock
Votes entitled to vote and represented in person or by
properly executed proxy at the Annual Meeting is required,
for all matters other than the election of directors. For
purposes of determining whether a proposal has received a
majority vote, abstentions will be included in the vote
total, with the result that an abstention will have the same
effect as a negative vote. For purposes of determining
whether a proposal has received a majority vote, in instances
where brokers are prohibited from exercising discretionary
authority for beneficial holders of Company Common Stock who
have not returned a proxy (so-called "broker non-votes"),
those shares will not be included in the vote totals and,
therefore, will have no effect on the outcome of the vote.
All voting securities that are represented at the Annual
Meeting by properly executed proxies received by the
Corporate Secretary prior to or at the Annual Meeting and not
revoked will be voted at the Annual Meeting in accordance
with the instructions indicated in such proxies. If no
instructions are indicated, such proxies will be voted FOR
the election of the Board's nominees for election as
directors of the Company.
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 Company,
at or before the Annual Meeting, a written notice of
revocation bearing a later date than the proxy; (ii) duly
executing a subsequent proxy relating to the same voting
securities and delivering it to the Company at or before the
Annual Meeting; or (iii) attending the Annual Meeting, filing
a written revocation of proxy and voting in person
(attendance at the Annual Meeting and voting will not in and
of itself constitute a revocation of a proxy). Any written
notice revoking a proxy or subsequent proxies should be
received by mail or hand delivered to Tandy Corporation,
Attention: Ms. Jana Freundlich, Assistant Secretary, 1700
One Tandy Center, Fort Worth, Texas 76102-2818.
The Company will bear the cost of the solicitation. In
addition to solicitation by mail, the Company will request
banks, brokers and other custodian nominees and fiduciaries
to supply proxy material to the beneficial owners of Company
Common Stock and TESOP Stock, and will reimburse them for
their expenses in so doing. In addition, the Company may
engage D.F. King & Co., Inc., for a fee not to exceed $2,700
plus out-of-pocket expenses, to provide proxy solicitation
services. Certain directors, officers and other employees of
the Company, not specially employed for this purpose, may
solicit proxies, without additional remuneration therefor, by
personal interview, mail, telephone, facsimile or other
electronic means.
NO APPRAISAL RIGHTS
Stockholders of the Company will not be entitled to
appraisal rights under Delaware corporation law in connection
with the vote on the nominees for directors.
NOMINEES FOR ELECTION OF COMPANY DIRECTORS
Eleven persons have been nominated for election as
directors of the Company at the Annual Meeting. All of these
nominees are now serving on the Board and all were previously
elected by the stockholders. It is the intention of the
persons named in the accompanying form of proxy card to vote
for the nominees listed below unless authority to so vote is
withheld. All nominees have indicated their willingness to
serve for the ensuing term. If any nominee is unable or
should decline to serve as a director at the date of the
Annual Meeting, it is the intention of the persons named in
the proxy card to vote for such other person or persons as
they in their discretion shall determine.
The nominees for directors of the Company are listed below:
A Director
Name, Age, and Business Experience Continuously
During the Last Five Years Since
__________________________________ ____________
James I. Cash, Jr. (48) 1989
Professor, Harvard University Graduate
School of Business Administration.
Donna R. Ecton (48) 1995
Chairman, President and CEO, Business
Mail Express, Inc. (a business services
company), since 1995; Business Consultant,
1994 - 1995; President and Chief
Executive Officer, Van Houten North America,
Inc. and Andes Candies, Inc. (confectionery
product manufacturer), 1991 to 1994.
Lewis F. Kornfeld, Jr. (79) 1975
Retired Vice Chairman, Tandy Corporation,
and Retired President, Radio Shack Division.
Jack L. Messman (56) 1993
President and Chief Executive Officer, Union
Pacific Resources Group Inc. (Independent oil
and gas producer), since 1991.
William G. Morton, Jr. (59) 1987
Chairman and Chief Executive Officer,
Boston Stock Exchange, Inc.
Thomas G. Plaskett (52) 1986
Chairman, Greyhound Lines, Inc. (a
transportation company), since March 1995;
Business Consultant, since November 1991;
Interim President and Chief Executive
Officer, Greyhound Lines, Inc., August 1994
to November 1994; Chairman, Pan Am
Corporation (a holding company for
aviation business), January 1988 to
January 1992.
John V. Roach (57) 1980
Chairman and Chief Executive Officer,
Tandy Corporation.
Alfred J. Stein (63) 1981
Chairman and Chief Executive Officer,
VLSI Technology, Inc. (manufacturer
of semiconductors).
William E. Tucker (63) 1985
Chancellor, Texas Christian University.
Jesse L. Upchurch (71) 1968
Chairman, Chief Executive Officer and
President, Upchurch Corporation (private
diversified investment and holding
company).
John A. Wilson (74) 1974
Retired Chairman, President and
Chief Executive Officer, Color Tile, Inc.
(home improvement company).
INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES
The Board held five meetings during 1995.
The current Audit Committee members are Ms. Ecton and
Messrs. Plaskett (Chairman), Cash, Kornfeld and Tucker. The
functions of this Committee include: reviewing the engagement
of the independent accountants, the scope and timing of the
audit and certain non-audit services to be rendered by the
independent accountants; reviewing with the independent
accountants and management the Company's policies and
procedures with respect to internal auditing, accounting and
financial controls; and reviewing the report of the
independent accountants upon completion of their audit. This
Committee met four times during 1995.
The current Executive Committee members are Messrs. Wilson
(Chairman), Kornfeld, Messman, Roach and Stein. This
Committee has the authority to exercise all of the powers of
the full Board with certain exceptions relating to major
corporate matters. This Committee is available to review with
members of management certain areas of the Company's
operations and to act in an emergency or on routine matters
when it is impractical to assemble the entire Board for a
meeting. This Committee met three times during 1995.
The current Organization and Compensation Committee members
are Messrs. Messman (Chairman), Morton, Plaskett, Upchurch
and Wilson. The principal functions of this Committee are to
review and make recommendations to the Board concerning
compensation plans, appointments and promotions to official
positions, and corporate structure. This Committee also
makes grants of stock options to Executive Officers and other
employees. This Committee met six times during 1995.
The current Nominating Committee members are Ms. Ecton and
Messrs. Stein (Chairman), Cash, Morton, Tucker and Upchurch.
This Committee reviews and makes recommendations to the Board
with respect to candidates for directors of the Company,
compensation of Board members and assignment of directors to
committees of the Board. It also reviews and approves or
denies requests by corporate officers to serve on the boards
of outside companies. This Committee met three times during
1995. Stockholders who wish to nominate persons for election
as directors at the 1997 Annual Meeting, which is now
scheduled to be held on May 15, 1997, must give notice of
their intention to make a nomination in writing to the
Secretary of the Company on or before February 13, 1997.
Each notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and the name
and address of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder;
(d) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission as then in effect; and (e)
the consent of each nominee to serve as director of the
Company if so elected.
Mrs. Caroline R. Hunt served on the Audit and Organization
and Compensation Committees until her retirement from the
Board of Directors on January 8, 1995. Mr. William T. Smith
served on the Executive and Organization and Compensation
Committees until his retirement from the Board of Directors
on October 2, 1995. All nominees for director attended more
than 75% of the meetings of the Board and committees,
collectively, of which they were a member.
Certain of the Company's directors serve on the boards of
directors of other publicly held companies as follows: Mr.
Cash serves on the boards of Cambridge Technology Partners,
Inc., Knight-Ridder, Inc. and State Street Boston
Corporation; Ms. Ecton serves on the boards of H&R Block,
Inc., PETsMART, Inc., Vencor, Inc. and the Barnes Group,
Inc.; Mr. Messman serves on the boards of Novell, Inc.,
Safeguard Scientifics, Inc., Union Pacific Corporation, Union
Pacific Resources Group, Inc., U.S. Data Corporation and
Cambridge Technology Partners, Inc.; Mr. Morton serves on the
boards of 12 investment funds managed by Morgan Stanley Asset
Management, Inc.; Mr. Plaskett serves on the boards of
Greyhound Lines, Inc., Smart & Final Inc. and NeoStar Retail
Group, Inc.; Messrs. Roach and Tucker serve on the board of
Justin Industries, Inc.; and Mr. Stein serves on the boards
of VLSI Technology, Inc. and Applied Materials, Inc. On
January 8, 1991, Pan Am Corporation ("Pan Am") and its
principal subsidiaries, including Pan American World Airways,
Inc., filed for protection under the Federal bankruptcy laws.
In connection with a plan of reorganization, Mr. Plaskett
resigned as Pan Am's President and Chief Executive Officer
effective October 1, 1991, and as Chairman of its Board of
Directors in January 1992.
DIRECTORS COMPENSATION
Directors of the Company who are not full-time employees
of the Company or its subsidiaries are paid an annual
retainer of $24,000, payable quarterly. Each non-employee
director also has the right to file a six month irrevocable
election to have 50% or 100% of this annual retainer fee paid
in shares of Company Common Stock. Each committee chairman
receives an additional $2,500 per year. Expenses of
attendance at meetings are paid by the Company. Non-employee
directors receive an additional $750 for each Board meeting
attended in person and $500 for each committee meeting
attended in person if held more than 24 hours before or after
a board meeting. When attendance is by telephone, these
meeting fees are reduced to $250. Under the Tandy Corporation 1993
Incentive Stock Plan (the "ISP"), which commenced
in September 1993 and was amended May 18, 1995,
each director automatically is granted
non-qualified stock options to purchase 4,000 shares of
Company Common Stock on the first trading day in September of
each year that he or she serves as a director. Each new
director also receives a one time grant of an option to
purchase Company Common Stock for 5,000 shares on the date
they attend their first Board meeting. In 1995, each
non-employee director received an option grant of 5,000
shares on May 18, 1995 and an option grant of 4,000 shares on
September 1, 1995. The option exercise price is set at the
fair market value (as defined in the ISP) of a share of
Company Common Stock on the first trading day immediately
preceding the date of grant. The options vest in three equal
increments on the first, second and third anniversaries of
the date of grant.
DIRECTORS SPECIAL COMPENSATION PLAN. The Company has
established a compensation plan for non-employee directors
providing for the payment of benefits following retirement,
death or total disability while serving as a director (the
"Directors Plan"). To qualify for these benefits, the
director must have attained 60 years of age and served as a
non-employee director for 60 consecutive months immediately
preceding retirement, death or total disability. A retired
director agrees to perform consulting services to the Board,
its committees and the Company without additional
compensation during the period in which benefits are
received.
The Directors Plan provides that, upon retirement or total
disability, an eligible director is paid two-thirds of the
annual director's fee for the lesser of 10 years or the
number of years (or partial years) a non-employee director
has continuously served as a non-employee director preceding
his or her retirement, death or disability. For retirement,
death or total disability occurring at ages 73, 74 and 75,
the benefit is reduced by 33-1/3%, 66-2/3% and 100%,
respectively. For retirement, death or total disability
occurring after age 72, but before age 73, or between ages 73
and 74 or 74 and 75, the director will receive aproportionate
amount of the reduced payment that would be due on his or her
next birthday. Upon death, the director's beneficiary is
paid the aggregate amount remaining due in a lump sum.
Directors agree that during the time they are receiving
benefits, and for one year after the cessation of payment of
benefits, they shall not engage in any activity that is in
competition with the Company. A non-employee director who,
by reason of past employment with the Company, is receiving
benefits under the Salary Continuation Plan for Executive
Employees of Tandy Corporation and Subsidiaries or the Officers Deferred
Compensation Plan (see "Retirement Compensation") does not
receive any payments under the Directors Plan until all
benefits under such other plans have been paid in full.
The Directors Plan may be terminated by the Company at any
time in its entirety or as to any director. Notwithstanding
any such termination, a non-employee director qualified to
receive benefits as of the date of termination is entitled to
receive benefits earned as of the date of termination, unless
the non-employee ceased to be a director for reasons
involving fraudulent or dishonest conduct or an indictment
for a felony involving moral turpitude.
DEFERRED COMPENSATION PLAN FOR DIRECTORS. The Company has
a deferred compensation plan for non-employee directors
whereby such directors may elect to defer payment of all or a
specified part of the fees payable for services rendered to
or on behalf of the Company. Under the plan, all deferred
fees and interest are held in the general funds of the
Company and are credited to such director's account. Interest
is credited at the end of each quarter based on the balance
in the account at the end of the quarter at the rate of 1%
below the prime rate as published by the Chase Chemical Bank,
N.A. in effect from time to time during the quarter. The
director may elect to receive deferred fees either in a lump
sum on a date specified by him or her, in substantially equal
annual installments not exceeding ten payments or if no
election is made by the director, then in a lump sum payment
60 days after he or she ceases to be a director. Upon a
change in control of the Company, a director will receive any
deferred fees in a lump sum.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
OF COMPANY VOTING SECURITIES
The following table sets forth, as of the Annual Meeting
Record Date, certain information with respect to the
beneficial ownership of the Company's voting securities by
(i) each current director of the Company, (ii) each of the
five most highly compensated current Executive Officers of
the Company for the year ended December 31, 1995, (iii) the
Company's current directors and officers as a group and (iv)
persons known to the Company to own beneficially more than 5%
of any class of the Company's voting securities, except for
the Tandy Fund Trustee, which holds 100% of the outstanding
TESOP Stock for the benefit of Tandy Fund participants:
Amount
Beneficially Percent
Title of Class Name and Title Owned of Class (8)
______________ ______________ ____________ ____________
Common Stock James I. Cash, Jr., Director 4,762(1) .0076
Common Stock Donna R. Ecton, Director 381 .0006
Common Stock Lewis F. Kornfeld, Jr., Director 15,000(1) .0239
Common Stock Jack L. Messman, Director 7,262(1) .0116
Common Stock William G. Morton, Jr., Director 5,000(1) .0080
Common Stock Thomas G. Plaskett, Director 5,000(1) .0080
Common Stock John V. Roach, Chairman and 477,244(2) .7603
Chief Executive Officer
Common Stock Alfred J. Stein, Director 4,262(1) .0068
Common Stock William E. Tucker, Director 10,262(1) .0163
Common Stock Jesse L. Upchurch, Director 1,529,596(1)(3) 2.4368
Common Stock John A. Wilson, Director 153,000(1)(3) .2437
Common Stock Dwain H. Hughes, Senior Vice 36,457(2) .0581
President and Chief
Financial Officer
Common Stock Robert M. McClure, Senior Vice 138,942(2) .2213
President - Tandy Retail Services
Common Stock Herschel C. Winn, Senior Vice 152,008(2) .2422
President and Secretary
Common Stock Leonard H. Roberts, President and 54,064(2) .0861
President, Radio Shack Division
Common Stock Directors and Executive 2,723,230(3)(4) 4.3383
Officers as a group (21 people)
Common Stock Trimark Financial Corporation 2,833,000(5) 4.5132(5)
Common Stock Mellon Bank Corporation 2,819,000(6) 4.4909(6)
Common Stock FMR Corp. 4,939,415(6) 7.8689(7)
___________________________
(1) Included in the shares beneficially owned for each of the
non-employee directors indicated are 3,000 shares of Company
Common Stock, except for Messrs. Kornfeld, Morton and Wilson
who hold 2,000 shares of Company Common Stock, subject to
currently exercisable options under the Tandy Corporation
1993 Incentive Stock Plan. Each director disclaims
beneficial ownership of the shares of Company Common Stock
subject to currently exercisable options.
(2) The amount beneficially owned includes the following
shares and the listed individuals have sole voting and
investment power over the shares shown except as follows: (a)
Mr. Roach disclaims beneficial ownership of 4,200 shares of
Company Common Stock held in trust for the benefit of his
children, 33.068 shares of TESOP Stock held by the Tandy Fund
Trustee, 12,842 shares of Company Common Stock held in the
Tandy Employees Supplemental Stock Program ("SUP"), 8,889
shares of Company Common Stock held by the Tandy Fund
Trustee, 12,000 shares of restricted Company Common Stock,
which are forfeitable, granted under the ISP, and 345,937
shares of Company Common Stock subject to currently
exercisable options; (b) Mr. Hughes disclaims beneficial
ownership of 10.301 shares of TESOP Stock held by the Tandy
Fund Trustee, 1,346 shares of Company Common Stock held in
the SUP, 1,978 shares of Company Common Stock held by the
Tandy Fund Trustee, 3,500 shares of restricted Company Common
Stock, which are forfeitable, granted under the ISP, 23,999
shares of Company Common Stock subject to currently
exercisable options, 50 shares of Company Common Stock owned
by his wife, and 200 shares of Company Common Stock held for
the benefit of his children under the Uniform Gifts to Minors
Act; (c) Mr. McClure disclaims beneficial ownership of 29.140
shares of TESOP Stock held by the Tandy Fund Trustee, 3,620
shares of Company Common Stock held in the SUP, 3,062 shares
of Company Common Stock held by the Tandy Fund Trustee, 1,500
shares of restricted Company Common Stock, which are forfeitable,
granted under the ISP, and 121,792 shares of Company Common Stock subject
to currently exercisable options; (d) Mr. Winn disclaims beneficial
ownership of 25.364 shares of TESOP Stock held by the Tandy
Fund Trustee, 3,510 shares of Company Common Stock held in
the SUP, 5,978 shares of Company Common Stock held by the
Tandy Fund Trustee, 1,500 shares of restricted Company Common
Stock, which are forfeitable, granted under the ISP, and
104,707 shares of Company Common Stock subject to currently
exercisable options; and (e) Mr. Roberts disclaims beneficial
ownership of 3.285 shares of TESOP Stock held by the Tandy
Fund Trustee, 1,554 shares of Company Common Stock held in
the SUP, 234 shares of Company Common Stock held by the Tandy
Fund Trustee, 8,000 shares of restricted Company Common
Stock, which are forfeitable, granted under the ISP, and
31,131 shares of Company Common Stock subject to currently
exercisable options. All shares held in the SUP are held for
the benefit of the participants and such shares are voted by
the SUP trustee pursuant to the New York Stock Exchange
("NYSE") rules.
(3) All directors have sole voting and investment power
over the shares shown except for Messrs. Upchurch and Wilson.
Mr. Upchurch disclaims beneficial ownership of 795,808 shares
of Company Common Stock owned by a trust of which he is the
sole beneficiary, 12,000 shares of Company Common Stock over
which he has shared investment power as trustee and 15,100
shares of Company Common Stock over which he has shared
voting and investment power as a trustee; the amount
beneficially owned by Mr. Upchurch includes 190,000 shares of
Company Common Stock held by a corporation over which Mr.
Upchurch has shared investment power. Mr. Wilson disclaims
beneficial ownership of 150,000 shares of Company Common
Stock held in a trust of which he is the trustee.
(4) Includes shares beneficially owned by the 11 persons
currently serving as Executive Officers of the Company as of
the Annual Meeting Record Date: 718,315 shares of Company
Common Stock subject to currently exercisable options; 4,082
shares of Company Common Stock held in the Tandy Stock Plan;
154.384 shares of TESOP Stock held in the Tandy Fund; 25,650
shares of Company Common Stock held in the Tandy Fund; 28,927
shares of Common Stock held in the SUP which shares are voted
by the SUP trustee pursuant to NYSE rules; and 4,450 shares
of Company Common Stock owned by relatives or trusts over
which the Executive Officers disclaim beneficial ownership.
The aggregate share numbers contained in this footnote
include the numbers identified in Footnote (1) above. This
number also includes 24,000 shares of Company Common Stock
subject to currently exercisable options held by the
Directors indicated in footnote (1) and the shares indicated
in Footnote (3) above.
(5) According to Amendment No. 3 to Form 13G dated
February 12, 1996, Trimark Financial Corporation, an
investment management company located at One First Canadian
Place, Suite 5600, P.O. Box 487, Toronto, Ontario, Canada M5X
1E5, holds sole voting and dispositive power over 2,833,000
shares of Company Common Stock.
(6) According to Amendment No. 2 to Form 13G dated January
18, 1996, Mellon Bank Corporation, a holding corporation
organized under the laws of the United States, located at One
Mellon Bank Center, Pittsburgh, Pennsylvania 15258, holds
sole voting power over 2,193,000 shares, shared voting power
over 89,000 shares, sole dispositive power over 2,505,000
shares and shared dispositive power over 295,000 shares of
Company Common Stock.
(7) According to the Form 13G dated February 14, 1996, FMR
Corp., an investment management corporation organized under
the laws of the Commonwealth of Massachusetts, located at 82
Devonshire Street, Boston, Massachusetts 02109, holds sole
voting power over 130,505 shares and sole dispositive power
over 4,939,415 shares of Company Common Stock.
(8) No director or Executive Officer beneficially owns
Company Common Stock or TESOP Stock in excess of 1% of all of
such class of securities issued and outstanding, except that
Mr. Upchurch beneficially owns 2.4368% of the Company's
Common Stock.
SECTION 16(A) REPORTING
Under the securities laws of the United States, the
Company's directors, Executive Officers and all persons
holding 10% or more of Company Common Stock are required to
report their ownership of the Company's securities and any
changes in that ownership to the Securities and Exchange
Commission and the NYSE. Specific due dates for these
reports have been established and the Company is required to
report in this Proxy Statement any failure to file by these
dates during the year ended December 31, 1995. All of these
filing requirements were satisfied by the Company's present
directors and Executive Officers, except Mr. Messman who
inadvertently failed to report a purchase of 1,000 shares of
the Company's Common Stock in May, 1994. The purchase was
made by an investment manager for a discretionary investment
account held by Mr. Messman and the investment manager failed
to notify Mr. Messman. Amended reports have been filed.
EXECUTIVE COMPENSATION
The following table reflects the cash and non-cash
compensation attributable to the Chief Executive Officer of
the Company and the four other most highly compensated
Executive Officers for the year ending December 31, 1995.
Annual Compensation(1) Long-Term Compensation
_____________________ ______________________
(a) (b) (c) (d) (e) (g) (i)
Name and Other Annual Stock All Other
Principal Fiscal Salary Bonus Compensation Options Compensation
Position Year ($) ($) ($)(2) (#)(3) ($)(4)
________ ______ ______ ______ ____________ _______ ____________
John V. Roach 1995 735,000 183,339 498,000 85,000 132,603
CEO, and 1994 700,000 350,028 0 65,000 158,858
Chairman 1993 647,500 647,500 0 50,000 86,115
Leonard H. Roberts 1995 500,000 197,693 332,000 50,000 63,309
President, and 1994 500,000 314,291 0 36,000 35,265
President, Radio 1993 250,000 238,140 0 50,000 151,000
Shack Division
Dwain H. Hughes 1995 200,000 49,888 145,250 14,500 28,250
Senior Vice 1994 124,900 50,061 0 5,000 28,051
President and CFO 1993 112,500 112,500 0 5,000 16,088
Robert M. McClure 1995 300,000 43,200 62,250 12,000 42,602
Senior Vice 1994 300,000 60,023 0 12,000 55,875
President 1993 362,500 175,000 0 14,000 45,292
Herschel C. Winn 1995 300,500 131,249 62,250 19,000 50,001
Sr. V.P. and 1994 278,300 111,370 0 17,000 62,719
Secretary 1993 262,500 262,500 0 16,000 36,368
(1) For the years shown, the named Executive Officers did
not receive any annual compensation not properly categorized
as salary or bonus, except for certain perquisites and other
personal benefits. The amounts for perquisites and other
personal benefits for the named Executive Officers are not
shown because the aggregate amount of such compensation, if
any, for each of the named Executive Officers during the
fiscal year shown does not exceed the lesser of $50,000 or
10% of total salary and bonus reported for such officer.
(2) Messrs. Roach, Roberts, Hughes, McClure and Winn were
granted awards of restricted stock on January 2, 1996
attributable to their calendar year 1995 performance. The
awards were 12,000 shares to Mr. Roach, 8,000 shares to Mr.
Roberts, 3,500 shares to Mr. Hughes, and 1,500 shares each to
Messrs. McClure and Winn. The awards were granted under the
Company's 1993 Incentive Stock Plan ("ISP"). The awards of
restricted stock vest in equal increments annually on the
date of grant over a three year period, provided the named
Executive Officer is still employed by the Company.
(3) Includes all options granted during the year under the
Company's 1985 Stock Option Plan (the ("1985 SOP") or under
the ISP, regardless of whether the options are incentive
stock options ("ISOs") or non-statutory stock options
("NSOs"). No stock appreciation rights were granted with
these options and no restricted stock awards were awarded
under the ISP in 1995.
(4) Includes the Company's contributions allocated to the
accounts of the Executive Officers participating in the
following employee benefit plans: the Tandy Stock Plan
(formerly the Tandy Corporation Stock Purchase Program
("SPP")), Tandy Fund (formerly the Tandy Employees Stock
Ownership Plan ("TESOP") and the Tandy Employees Deferred
Salary and Investment Plan ("DIP")) and SUP. The applicable
amounts allocated in 1995 to the named Executive Officers in
the SPP, TESOP and SUP are $86,695, $8,561 and $37,347 for
Mr. Roach; $32,910, $3,489 and $26,910 for Mr. Roberts;
$20,447, $3,046 and $4,757 for Mr. Hughes; $29,457, $7,448
and $5,696 for Mr. McClure; and $32,881, $6,679 and $10,441
for Mr. Winn, respectively. Amounts do not include amounts
payable in the event of a change in control of the Company.
See "Change in Control Protections."
OPTION GRANTS IN THE LAST YEAR
During the year ended December 31, 1995, options were
granted to the following Executive Officers named in the
Executive Compensation table. The potential value of such
options at the specified rates of appreciation is shown in
the table below. The Company's 1985 SOP does not provide for
the grant of stock appreciation rights. The ISP provides for
the grant of restricted stock awards and stock appreciation
rights; however, no stock appreciation rights or awards were
granted in 1995. Restricted stock awards were authorized in
1995 and granted on January 2, 1996.
<TABLE>
<CAPTIONS>
Potential Realizable
Value at Assumed Annual
Rates(2)
_________________________
(a) (b) (c) (d) (e) (f) (g)
% of Total Exercise
Name and Options Options Granted or Base
Type of Granted to Employees Price Expiration 5% 10%
Option (1) (#) During the Year ($/Share) Date ($) ($)
__________ _______ _______________ _________ __________ _____ _____
<S> <C> <C> <C> <C> <C> <C>
John V. Roach 85,000 20.09 55.50 10/20/2005 2,966,812 7,518,478
Leonard H. Roberts 50,000 11.82 55.50 10/20/2005 1,745,184 4,422,634
Dwain H. Hughes 14,500 3.43 55.50 10/20/2005 506,103 1,282,564
Robert M. McClure 12,000 2.84 55.50 10/20/2005 418,844 1,061,432
Herschel C. Winn 19,000 4.49 55.50 10/20/2005 663,170 1,680,601
</TABLE>
(1) All options shown were granted under the ISP. Generally,
no options can be exercised during the 12-month period
following the date of grant. ISOs become exercisable as to
one-third of the amount of shares subject to the options on
each of the next three anniversaries of the date of grant
with full vesting on the third anniversary date. NSOs become
exercisable as to one-fifth of the amount of shares subject
to the options on each of the next five anniversaries of the
date of grant with full vesting on the fifth anniversary
date. For persons who continue to serve as employees of the
Company, ISOs and NSOs expire 10 years from the date of grant
under the ISP. All options were granted at market value on
the date of grant. The exercise price and any tax withholding
may be paid by cash or delivery of already owned shares and
cash.
(2) The potential gains reported above are net of the option
exercise price, but before taxes associated with the
exercise. If these gains are achieved, the value of the
Company's Common Stock would likewise be increased 5% or 10%,
respectively. These gains are calculated based on the stated
assumed rates of appreciation each year over the life of the
option. Actual gains, if any, on stock option exercises are
dependent on the future performance of Company Common Stock,
overall market conditions, as well as the option-holder's
continued employment through the option expiration date. The
amounts reflected in the table may not necessarily be
achieved. If stockholders of record on the date of grant held
their shares for the same period of time (representing the
10-year life of the option), they would have seen an increase
in the collective value of their common shares, calculated at
the assumed 5% annual appreciation rate and over the same
period, in excess of $2,161,433,025.
OPTION EXERCISES IN THE LAST YEAR AND
YEAR-END OPTION VALUES
The following table summarizes individual option exercises
during the year ended December 31, 1995, by each of the named
Executive Officers and the year-end value of the unexercised
options. These options were periodically granted between 1985
and 1995.
<TABLE>
<CAPTIONS>
(a) (b) (c) (d) (e)
Number of Value of
Unexercised Unexercised
Shares Options at In-The-Money
Acquired on Year End Options at Year-End
Exercise Value Realized (#) ($)(1)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
________ __________ _____________ ____________________________ __________________________
<S> <C> <C> <C> <C> <C> <C>
John V. Roach 23,257 $642,753 345,937 178,421 2,104,667(2) 294,413(2)
Leonard H. Roberts 0 0 31,131 104,869 154,991 184,385
Dwain H. Hughes 0 0 23,999 19,501 172,915(2) 7,085(2)
Robert M. McClure 13,012 $169,862 142,792 34,221 897,687(2) 112,013(2)
Herschel C. Winn 15,084 $391,739 104,707 45,221 691,321(2) 103,763(2)
</TABLE>
(1) For purposes of calculating whether an option was
"In-The-Money", this chart uses the December 31, 1995,
closing share price for Company Common Stock of $41.50.
(2) The value of these options has been computed without
regard to the sequential exercise requirements of options.
RETIREMENT COMPENSATION
The Plans. Under the Salary Continuation Plan for Executive
Employees of Tandy Corporation and Subsidiaries ("SCP")
established in 1979 and the Officers Deferred Compensation
Plan ("DCP") established in 1986 (hereinafter collectively
the "Plans"), the Insurance Committee of the Board may select
full-time executive employees for participation therein. As
of December 31, 1995, a total of 38 executive employees of
the Company were participants in one or both of the Plans.
The Plans generally provide for the payment of reduced
benefits following a participant's early retirement between
the ages of 55 and 65, full benefits between the ages of 65
and 70, reduced benefits between the ages of 70 and 75, or
for payment of a death benefit to the participant's
designated beneficiary in the event of death prior to age 75
during employment. One executive employee was a participant
under a plan called the Special Compensation Plan No. 1
("SPC1") and is similar to the DCP except that the SPC1
provides for vesting at 100% at age 65. Another executive
employee was a participant under a plan called the Special
Compensation Plan No. 2 ("SPC2") and is similar to the DCP
except that the SPC2 provides for vesting at the 75% level at
age 60 and early retirement commencing at age 60 instead of
age 55 as provided in the DCP. All sums due under the Plans
are payable in 120 equal monthly installments to the
participant or, in the event of death, to his beneficiary.
The payments are general obligations of the Company that are
funded in part by life insurance policies owned by the
Company which name the Company as beneficiary.
Under the Plans, the Insurance Committee determines an
amount designated herein as the "Retirement Compensation
Amount" for each participant. The amount established by the
Insurance Committee does not necessarily bear any
relationship to the participant's present compensation, final
compensation or years of service. As of December 31, 1995,
the benefit payable to participants upon retirement or death
during employment is a function of the "Retirement
Compensation Amount" and the age of the participant at death
or retirement, as set out in the following table:
Retirement Compensation Annual Benefit
Amount Age at Date of Retirement or Death
_______________________ ____________________________________________
55(1) 65 to 70 71(2) 75(2)
________ ________ ________ _____
$175,000 $ 87,500 $175,000 $140,000 $ 0
212,500 106,250 212,500 170,000 0
237,500 118,750 237,500 190,000 0
412,500 206,250 412,500 330,000 0
650,000 325,000 650,000 520,000 0
(1) Proportionately increases from 50% to 100% between age
55 and age 65.
(2) Proportionately decreases from 100% to 0% between age 70
and age 75.
The Retirement Compensation Amount at death during
employment or retirement at age 65 for the Executive Officers
listed in the Executive Compensation table at December 31,
1995, would have been as follows:
SCP DCP Total
___ ___ _____
John V. Roach $300,000 $350,000 $650,000
Leonard H. Roberts 0 412,500 412,500
Dwain H. Hughes 0 175,000 175,000
Robert M. McClure 75,000 137,500 212,500
Herschel C. Winn 125,000 112,500 237,500
SPECIAL PROVISIONS OF THE SCP. The SCP provides for
payments to be made to certain executive employees in the
event of their voluntary or involuntary termination of
employment following a Change of Control, as defined in a
1984 letter of amendment to the SCP. In the event that the
Company experiences a Change of Control, each executive
employee who is subject to such letter amendment becomes
immediately vested at the age 65 benefit level for a period
of three years and if his or her employment with the Company
ceases, whether voluntarily or involuntarily, during this
three year period, he or she will receive payments equal to
the annual retirement benefit at age 65. Payment is made in
120 equal monthly installments to the participant or to his
or her beneficiary.
SPECIAL PROVISIONS OF THE DCP. The DCP provides that for
one year following the occurrence of a Change in Control, as
defined in the DCP, it shall not be terminated or amended in
any way, nor shall the manner in which the DCP is
administered be changed in any way which adversely affects
the rights of participants or beneficiaries in the DCP. Upon
a Change in Control the provisions of the DCP provide that
any benefit due under the DCP shall be (1) offset by any
outstanding loan of the participant, and (2) forfeited if the
participant engages in any activity that is in competition
with the Company. Additionally, in the event of a Change in
Control, each participant in the DCP becomes immediately
vested at the age 65 benefit level and if the participant's
employment is terminated for any reason following a Change in
Control, the Company must make a lump-sum payment equal to
the present value of the age 65 benefit level discounted for
interest only at the Pension Benefit Guaranty Company's
Immediate Annuity Rate used to value benefits for
single-employer plans terminating on the date that the
participant's employment was terminated.
CHANGE IN CONTROL PROTECTIONS
In addition to the change in control protections contained
in the DCP and SCP, as described above in "Retirement
Compensation," the Company has implemented the following
additional change in control protections.
BONUS GUARANTEE LETTER AGREEMENTS. The Company currently
has letter agreements (the "Bonus Guarantee Letter
Agreements") with all of the Executive Officers named in the
Executive Compensation table, which provide that, if they are
employed by the Company on the date of a "Change in Control"
(as defined in the Bonus Guarantee Letter Agreements), then
for the fiscal year during which a Change in Control occurs
(the "Change in Control Year") they will receive an annual
bonus following a Change in Control at least equal to the
highest annual bonus paid or payable to them in respect of
any of the three full fiscal years ended prior to a Change in
Control (i) for the Change in Control Year, provided the
Executive Officer remains in the employment of the Company on
the last day of the Change in Control Year, and (ii) for the
fiscal year ended prior to a Change in Control if the amount
of their annual bonus for such year has not yet been
determined at the time of the Change in Control. The Bonus
Guarantee Letter Agreements have an initial term of 24
months, subject to automatic successive one-year extensions
unless written notice not to extend is given by the Company
within 90 days prior to any extension. At December 31, 1995,
the Company had issued similar bonus guarantee letters to
approximately 201 other officers and employees of the Company
providing that in the event of a Change in Control, each such
employee would receive a minimum annual bonus following a
Change in Control as provided for in such bonus guarantee
letters. Assuming a Change in Control occurred on the date
of this Proxy Statement; that all of the named Executive
Officers were still employed on that date; and that the named
Executive Officers' employment had terminated on that date,
it is estimated that the minimum bonuses payable under the
Bonus Guarantee Letter Agreements would be $647,500 for Mr.
Roach, $314,291 for Mr. Roberts, $112,500 for Mr. Hughes,
$175,000 for Mr. McClure, and $262,500 for Mr. Winn.
BENEFIT PROTECTIONS. The Board has included change in
control protections in the Tandy Fund, SUP, Tandy Stock Plan,
DCP, Post Retirement Death Benefit Plan ("DBP"), SOP, ISP and
several other plans. The DCP and SCP change in control
provisions are described above. The Tandy Fund provides that
for a period of one year following a "Change in Control," as
defined in such plan, the plan may not be terminated or
amended in any way that would adversely affect the
computation or amount of, or entitlement to, the benefits
under the plan. The SUP and Tandy Stock Plan contain similar
protections, and also provide that in the event of a "Change
in Control," as defined in such plans, the Company may not
reduce the level of its contributions to the SUP and Tandy
Stock Plan in effect immediately prior to the Change in
Control. The Tandy Stock Plan additionally provides that in
the event of a Change in Control or a tender offer, other
than an issuer tender offer, the Company shall distribute to
each participant in the Tandy Stock Plan all Company Common
Stock held by the Company which was credited to the
participant's account under the Tandy Stock Plan. The
change in control provisions of the SOP and ISP provide that
all outstanding options become immediately vested and
exercisable in the event of a "Change in Control", as defined
in such plans. All of the foregoing are referred to herein
as the "Benefit Protections."
TERMINATION PROTECTION AGREEMENTS. As of December 31,
1995, the Company has entered into Termination Protection
Agreements ("Agreements") with all of the Executive Officers
named in the Executive Compensation table and six other
employees (collectively, the "Executives"). The Agreements
(all of which are substantially similar) have an initial term
of two years which is automatically extended for successive
one-year periods unless terminated by either party. If the
employment of any of the Executives is terminated (with
certain exceptions) within 24 months following a "Change in
Control," as defined in the Agreements, or in certain other
instances in connection with a Change in Control, the
Executives will be entitled to receive certain cash payments
(amounts equal to two times current annual salary and the
amount of the bonus guarantee under the Bonus Guarantee
Letter Agreement and an amount equal to the contributions
that the Company would have made to the Tandy Stock Plan,
Tandy Fund and SUP over a 24-month period assuming the
foregoing salary and bonus guarantee were used to calculate
the Company's contributions), as well as the continuation of
fringe benefits (including life insurance, disability,
medical, dental and hospitalization benefits) for a period of
up to 24 months. Additionally, all restrictions on any
outstanding incentive awards will lapse and such awards will
become fully vested, all outstanding stock options will
become fully vested and immediately exercisable, and the
Company will be required to purchase for cash, on demand, any
shares of unrestricted stock and shares purchased upon the
exercise of options at the then per-share fair market value.
The Agreements also provide that the Company shall make an
additional "Gross-Up Payment" (as defined in the Agreements)
to the Executives to offset fully the effect of any excise
tax imposed under Section 4999 of the Internal Revenue Code
of 1986, as amended (the "Code"), on any payment made to any
of the Executives arising out of or in connection with the
employment of any of the Executives. In addition, the Company
will pay all legal fees and related expenses incurred by any
of the Executives arising out of employment of any of the
Executives or termination of employment under certain
circumstances.
PAYMENTS UPON A CHANGE IN CONTROL. Assuming a Change in
Control occurred on the date of this Proxy Statement; that
all of the named Executive Officers were still employed on
that date; and that the named Executive Officers' employment
had terminated on that date, the approximate cash payment
that would have been made by virtue of all change in control
protections implemented by the Company (not including the
Gross-Up Payments) to Messrs. Roach, Roberts, Hughes, McClure
and Winn would have been $3,096,800, $1,824,011, $700,000,
$1,064,000 and $1,261,120, respectively. The amount of the
Gross-Up Payment, if any, to be paid may be substantial and
will depend upon numerous factors, including the price per
share of Company Common Stock and the extent, if any, that
payments or benefits made to the Executives constitute
"excess parachute payments" within the meaning of Section
280G of the Code.
RABBI TRUST. In connection with the Benefit Protections,
Bonus Guarantee Letter Agreements, the Agreements, and
several other plans and agreements, the Company is authorized
to enter into a Rabbi Trust, which is intended to be a
grantor trust under Section 671 of the Code. The Rabbi Trust
may be funded by the Company at any time but is required to
be funded upon a "Threatened Change in Control" or upon a
"Change in Control" (as such terms are defined in the Rabbi
Trust) in an amount sufficient to provide for the payment of
all benefits provided under the Agreements, the Bonus
Guarantee Letter Agreements, the DCP and the DBP. The Rabbi
Trust will also provide funds for litigation on behalf of the
participants in such plans to the extent necessary to ensure
their rights thereunder. The Rabbi Trust will be a trust of
which the Company, for tax purposes, is the beneficiary and
the trust assets, as assets of the Company, will be subject
to the claims of the Company's creditors in the event of the
Company's bankruptcy or insolvency.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
The members of the Organization and Compensation Committee
(hereafter the "Committee") at December 31, 1995, were Jack
L. Messman (Chairman), William G. Morton, Thomas G. Plaskett,
Jesse L. Upchurch and John A. Wilson. No member of the
Committee was an officer or employee of the Company or its
subsidiaries during the year ended December 31, 1995, and
none was formerly an officer of the Company or any of its
subsidiaries, except that Mr. Wilson was President of the
Company from 1974 to 1975 and a Vice President of the Company
from 1969 until 1974. Mr. Wilson resigned in 1975 upon the
completion of the spin-off by the Company of Tandycrafts,
Inc. In addition, no Executive Officer of the Company serves
on the board of directors or the compensation committee of
another entity where a Committee member is employed. During
1995 the Company purchased software in the amount of
approximately $592,000 from Novell, Inc., of which Mr.
Messman is currently a director, and was the President and
CEO from 1981 to 1983.
PERFORMANCE GRAPH
The graph on the next page compares the cumulative total
stockholder return on Company Common Stock against the
cumulative total return on the S&P Corporate-500 Stock Index
and the S&P Retail Composite Stock Index (assuming $100 was
invested on December 31, 1990, in Company Common Stock and in
the stocks comprising the S&P Corporate-500 Stock Index and
the S&P Retail Composite Stock Index and also assuming the
reinvestment of all dividends). The S&P Retail Composite
Stock Index includes the Company.
The historical stock price performance of Company Common
Stock shown on the graph below is not necessarily indicative
of future price performance.
Any general statement incorporating by reference this
proxy statement into any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934 shall not be
deemed to incorporate by reference this graph and this graph
shall not otherwise be deemed filed under such acts. The
Company may, however, specifically incorporate this graph by
reference in filings under such acts.
Proxy Graph Coordinates - EDGAR Filer
Dec. 90 Dec. 91 Dec. 92 Dec. 93 Dec. 94 Dec. 95
_______ _______ _______ _______ _______ _______
Tandy Corp. $100 $100.779 $106.108 $179.597 $184.252 $155.239
S&P 500 $100 $130.335 $140.251 $154.324 $156.419 $214.99
S&P Retail Stores
Composite Index $100 $159.801 $188.445 $178.7 $163.709 $185.087
ORGANIZATION AND COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Organization and Compensation Committee (the
"Committee") is appointed by the Board of Directors and is
composed entirely of outside directors. The Committee is
responsible for reviewing and recommending compensation
policies and programs to the Company's Board of Directors, as
well as recommending compensation awards for the Company's
senior executives, including the Chief Executive Officer. It
makes decisions with respect to and grants awards under the
ISP. The following report outlines the Committee's recent
action, its philosophy and policies relative to executive
compensation, and the basis for specific compensation awards
to the Chief Executive Officer attributable to 1995.
CHANGES IN COMPENSATION POLICIES. In 1994 and again in
1995, the Committee reviewed compensation practices at
similar companies to determine what would constitute
competitive levels of compensation for officers and key
employees. It took into account the relative size of the
other companies as well as the nature of their businesses and
their recent operating results. In general, subject to some
exceptions, base salaries were adjusted to levels at or below
the median for persons in similar positions at the companies
surveyed. The list of retailing and electronics companies
surveyed was developed in 1993 by a nationally recognized
compensation and benefits consulting firm and by the
Committee, on the basis of their subjective determination of
other public companies that are similar to the Company (the
"Peer Group"). Some, but not all, of these companies are
included in the S&P Retail Composite Index that is charted in
the Performance Graph included in this Proxy Statement.
COMPENSATION PHILOSOPHY AND OVERALL OBJECTIVES. The
Committee believes that the overall objective of the
executive compensation program should be to encourage and
reward enhancement of stockholder value, which is best
accomplished by linking the financial interests of the
Company's key executives closely to the financial interests
of the Company's stockholders. Further, the Committee
believes that the Company's overall executive compensation
program should be a balanced plan that will: (1) motivate
executives toward effective long-term management of the
Company through prudent use of stock programs that focus
management attention on increasing stockholder value;
(2) reward effective ongoing management of Company operations
through annual performance incentives tied to increased
levels of Company and business unit performance; and (3)
attract and retain key executives through competitive salary
and incentive plans.
The Company's executive compensation program includes a
competitive base salary and an annual bonus tied to
appropriate performance goals and objectives. The
Committee's policy is that base salaries for officers
generally should be within the competitive range for similar
positions at other companies in the retailing and electronics
industries. The amounts of base salary increases in January
1995 and 1996, were based on a review of pay practices of
similar companies, as well as the Executive Officer's past
performance and an assessment of his or her ability to
contribute to the Company's progress. The Committee expects
that increases in future years will be based on the same
factors. In December, 1995, the Committee after reviewing the
pay practices and stock ownership of other companies in the
Peer Group decided that the named Executive Officers were
being paid less than persons in similar positions at the Peer
Group of other companies. Following the review, the Committee
awarded restricted stock grants to the named Executive
Officers to make their earnings more competitive and bring
future shareholdings more in-line with those of the peer
group. Restricted stock awards for 26,500 shares were granted
to the named Executive Officers under the ISP and vest as to
one-third of the shares on each of the first three
anniversary dates following the January 2, 1996 grant date.
Other terms of these grants are that they are not assignable
or transferrable until they have vested. When shares vest, a
certificate for the vested shares will be delivered to the
named Executive Officer along with a check for dividends, if
any, accrued on such shares and interest thereon.
Other than with respect to the restricted stock awards, in
general, the Company's 1995 bonuses for Executive Officers
were based on the following objective criteria. The 1995
bonus awards for the Chief Executive Officer and two other
named Executive Officers were based on a formula that relied
on objective performance measures: the increase in the
Company's operating income (before income taxes) over the
previous year; the increase in the Company's earnings per
share over the previous year; the increase in the Company's
share price during 1995 over 1994's share price; and the
Company's stock price performance in relation to a peer group
of other companies. Under the formula, improvements in
operating income (before income taxes) receive the most
weight and earnings per share receives more weight than stock
price performance. This peer group of other companies is the
same group of retail companies previously selected by the
Committee whose common stock performance is included in the
performance graph included in this Proxy Statement. See
"Performance Graph". The third named Executive Officer had
one additional objective measure which gave him an additional
bonus if the division which reported to him attained certain
targeted levels of performance. The fourth named Executive
Officer was paid a bonus based on a formula that took into
account the percentage increase from the prior year in (i)
gross profit dollars, (ii) sales, and (iii) operating income
(before income taxes) of the division for which he was
responsible. The fifth named Executive Officer did not
receive a bonus based on his formula which was the percentage
increase in the Company's operating income (before income
taxes) and the percentage increase in net income (before
income taxes and parent administrative charges) of the
operating division for which he was responsible. This same
Executive Officer was paid a discretionary bonus as the
Committee, in retrospect, found that his bonus formula was
not equitable in that it only related to the earnings of the
Company and not to the earnings per share and stock price
performance of the Company. The amount of the discretionary
bonus was calculated at the same percentage of base salary
for these other two factors that the Chief Executive Officer
received. In general, it is the Committee's policy to
structure the compensation paid to Executive Officers so that
it will qualify for deductibility under Section 162(m) of the
Internal Revenue Code. In appropriate circumstances,
however, when necessary to achieve its overall objective of
rewarding effective management, the Committee may approve
compensation packages which include payments that may not be
deductible under Section 162(m).
The formula bonus for four of the named Executive Officers
was subject to a cap equal to the annual base salary of the
particular Executive Officer. In the case of the fifth named
Executive Officer, formula bonus was capped at 80% of his
base salary. Under the formula program, no guaranteed
bonuses were paid to the named Executive Officers. In the
case of all of the named Executive Officers, the objective
measures in the formula were required to exceed specified
thresholds before any formula bonus was payable.
In 1995 the Committee granted an aggregate of 423,000
stock options to 65 employees under the ISP, including, all
of the named Executive Officers. The amount of options
granted to particular officers was determined by the
Committee based on its evaluation of the individual's
performance and the Company's progress, following
consultation with the Chief Executive Officer. It is expected
that the Committee will continue to make such determinations
in the future.
The ISP also permits the Company to grant other
stock-based awards, such as performance shares and stock
appreciation rights, in amounts determined by the Committee,
subject to the restrictions under the ISP.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. For the year
ending December 31, 1995, the compensation of the Chief
Executive Officer was determined under the compensation plan
approved by the Board of Directors in December 1994 and by
the shareholders on May 18, 1995. Mr. Roach was paid a base
salary for the year of $735,000. He also earned a formula
bonus of $183,339. This bonus amount was based on increases
in earnings per share, stock price performance exceeding the
stock price performance of the peer group, and the average
stock price performance for 1995 exceeding the average stock
price performance for 1994. Mr. Roach did not receive a
bonus based on the first factor, net income before income
taxes because the Company's 1995 income before income taxes
did not exceed the prior year's income before taxes. The
Committee awarded a total of 85,000 stock options to Mr. Roach
in October 1995 and 12,000 shares of restricted stock
on January 2, 1996 under the ISP, as previously discussed.
Organization and Compensation Committee
Jack L. Messman, Chairman Jesse L. Upchurch
William G. Morton John A. Wilson
Thomas G. Plaskett
CERTAIN TRANSACTIONS WITH MANAGEMENT AND OTHERS
During the year ended December 31, 1995, the Company paid
approximately $353,000 to Texas Christian University ("TCU"),
of which Dr. Tucker is the Chancellor, for administering the
Tandy Technology Scholars Program, and for various seminars,
advertisements, tickets, contributions through the Company's
matching gifts program and donations. Dr. Cash is on the
Board of Trustees and Mr. Roach is Chairman of the Board of
Trustees of TCU. During the year ended December 31, 1995,
the Company purchased software in the amount of approximately
$592,000 from Novell, Inc., of which Mr. Messman is a
director.
It is the opinion of management that the terms obtained
by the Company in each of the above transactions are as
favorable as those which might have been obtained by other
parties.
INDEPENDENT ACCOUNTANTS
The Board has selected Price Waterhouse, which has audited
the Company's books annually since 1899, as independent
accountants for 1995. Representatives of Price Waterhouse are
expected to be present at the Annual Meeting with an
opportunity to make a statement and/or respond to appropriate
questions.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
In order for proposals of stockholders to be considered
for inclusion in the proxy statement for the 1997 Annual
Meeting of Stockholders of the Company, which is now
scheduled to be held on May 15, 1997, such proposals must be
received by the Secretary of the Company by November 26,
1996.
ANNUAL REPORT
A copy of the Company's Annual Report for the year ended
December 31, 1995, is being mailed to stockholders with this
Proxy Statement. Stockholders who do not receive a copy of such
Annual Report may obtain a copy without charge by writing or
calling Shareholder Services, Tandy Corporation, 1700 One
Tandy Center, Fort Worth, Texas 76102-2818, telephone number
817-390-3022.
OTHER MATTERS
As of the date of this Proxy Statement, management of the
Company has no knowledge of any other business to be
presented to the meeting. If other business is properly
brought before the meeting, the persons named in the Proxy
will vote according to their discretion.
TANDY CORPORATION
Fort Worth, Texas
March 28, 1996
