<PAGE> 1
REGISTRATION NO. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
TANDY CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-1047710
(State or other jurisdiction of incorporation or (I.R.S. employer identification number)
organization)
</TABLE>
100 THROCKMORTON STREET, SUITE 1800, FORT WORTH, TEXAS 76102 817-415-3700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
M. C. HILL, ESQ.
VICE PRESIDENT, CORPORATE SECRETARY AND GENERAL COUNSEL
TANDY CORPORATION
100 THROCKMORTON STREET, SUITE 1800
FORT WORTH, TEXAS 76102
817-415-3924
(Name, address, including zip code, and telephone number,
including area
code, of agent for service)
------------------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC: From time to time after this
registration statement becomes effective.
------------------------------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |X|
If any of the securities being registered on this form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462
(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.|_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
-----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================= =================== ===================== ======================= =========================
Proposed
Proposed maximum
maximum aggregate Amount of
Title of securities Amount to be offering price offering registration
to be registered(1) registered (2) per share (3) price (3) fee
------------------------- ------------------- --------------------- ----------------------- -------------------------
Common Stock
per value
<S> <C> <C> <C> <C>
$1 per share 3,000,000 $ 37.84 $ 113,520,000 $ 33,488.40
------------------------- ------------------- --------------------- ----------------------- -------------------------
</TABLE>
(1) Includes Preferred Stock Purchase Rights under the Tandy Corporation
Shareholder Rights Agreement.
(2) If, prior to the completion of the distribution of the Common Stock covered
by this registration statement, additional shares of Common Stock are
issued or issuable as a result of a stock split or stock dividend, this
registration statement shall be deemed to cover such additional shares
resulting from the stock split or stock dividend pursuant to Rule 416.
(3) Calculated based upon the average of the high and low prices as reported by
the New York Stock Exchange and published in the Wall Street Journal as of
a date within five (5) business days prior to the date of filing this
registration statement in accordance with Rule 457 (c).
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PROSPECTUS
TANDY CORPORATION
TANDY SHARES PLAN
The Tandy Shares Plan ("Plan") of Tandy Corporation ("Tandy" or
"Company") provides individual investors with a variety of services, including
(1) automatic reinvestment of cash dividends paid on shares of Tandy Corporation
Common Stock ("Common Stock"), (2) a means of making optional cash investments
in Common Stock of up to $150,000 per annum, (3) a free custodial service for
depositing Common Stock certificates with the Plan Administrator for
safekeeping, (4) a means of purchasing shares of Common Stock for others as
gifts, and (5) the ability to sell shares of Common Stock through the Plan.
Credit Suisse First Boston Corporation, ("Agent") is the agent for stock
purchases and sales.
The price of shares of Common Stock purchased under the Plan will be,
the average cost of all shares purchased by the Plan Administrator in relation
to the applicable Investment Date. The Common Stock is traded on the New York
Stock Exchange. This prospectus relates to 3,000,000 shares of Common Stock.
To the extent required by applicable law in certain jurisdictions,
shares offered under the Plan are offered through the Agent.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE
The date of this Prospectus is January 12, 1998.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information can
be accessed through the Commission's web site at (http://www.sec.gov) and also
can be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, N.W. Washington, D.C. 20549 and at the
following regional offices: Citycorp 500 W. Madison, Suite 1400, Chicago,
Illinois 60611 and Seven World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W, Washington, D.C. 20549 at prescribed
rates. Reports and other information concerning the Company also can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
The Company has filed with the Commission a registration statement
on Form S-3 together with all amendments and exhibits, (the "Registration
Statement") under the Securities Act of 1933, as amended. This Prospectus does
not contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference (File No. 1-5571) is the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, its Quarterly
Reports on Form 10-Q for the three-month periods ended March 31, 1997, June 30,
1997 and September 30, 1997, its Current Report on Form 8-K filed January 14,
1997, its Current Report on Form 8-K filed January 22, 1997, its Current Report
on Form 8-K filed on July 21, 1997, its Current Report on Form 8-K filed on
August 22, 1997, its Current Report on Form 8-K filed on November 5, 1997, the
description of the Company's Common Stock contained in Registration Statement
No. 33-45180, the description of the Company's Preferred Share Purchase Rights
contained in the Company's Registration Statement on Form 8-A and its
Registration Statement on Form S-3 filed on May 16, 1997 as amended July 3, 1997
and July 31, 1997.
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All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the Plan shall be deemed to be incorporated by reference in this
Prospectus and made a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING
ANY BENEFICIAL OWNER, TO WHOM A PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL
REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED
HEREIN BY REFERENCE (OTHER THAN EXHIBITS TO SUCH DOCUMENTS THAT ARE NOT
SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS). WRITTEN REQUESTS
SHOULD BE DIRECTED TO THE CORPORATE SECRETARY, TANDY CORPORATION, 100
THROCKMORTON STREET, SUITE 1800, FORT WORTH, TEXAS 76102. TELEPHONE REQUESTS MAY
BE DIRECTED TO (817) 415-3021.
THE COMPANY
The Company is a leading marketer of consumer electronics with a
broad retail distribution system. The Company is engaged in marketing products
and services in such diverse technologies as audio, video, telephony and
personal computers. The Company markets its products primarily in the United
States. The retail distribution system is comprised of the RadioShack and
Computer City store chains. RadioShack distributes primarily private label
electronic parts and accessories, audio/visual equipment, digital satellite
systems, personal computers, cellular and conventional telephones, as well as
specialized products such as scanners, electronic toys and hard to find
accessories and batteries. The Computer City chain operates primarily as a
"Supercenter" retail format featuring many name brand computers, software and
related products.
The Company's principal executive offices are located at 100
Throckmorton Street, Suite 1800, Fort Worth, Texas 76102. The Company's mailing
address is 100 Throckmorton Street, Suite 1800, P.O. Box 17180, Fort Worth,
Texas 76102 and its telephone number is (817) 415-3700.
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<PAGE> 5
TANDY SHARES PLAN
ADVANTAGES AND FEATURES
Some of the advantages and features of the Plan which are described
in this Prospectus are:
o Participants may acquire additional shares of Common Stock automatically
by reinvesting their cash dividends in additional shares of Common Stock.
o Persons not presently owning shares of Common Stock may become
participants by making an initial cash investment for the purchase of
Common Stock of not less than $250 and not more than $150,000.
o Dividends are calculated on all full and fractional shares of Common Stock
in the Plan.
o Participants may deposit their Common Stock with the Plan Administrator
for safekeeping.
o Participants may direct the Plan Administrator to transfer all or a
portion of their shares of Common Stock in the Plan.
o Participants may purchase shares of Common Stock for family members and
others by making cash investments on their behalf and may request
attractive gift certificates for presentation to the recipients.
o Participants may sell Plan shares through the Plan.
o Personal recordkeeping is simplified by the Plan Administrator's issuance
of statements indicating account activity.
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<PAGE> 6
TERMS AND CONDITIONS
PLAN ADMINISTRATION
The Company, through BankBoston, N. A. c/o Boston
Equiserve L.P. ( "Plan Administrator"), administers the Plan, keeps records,
sends statements of account activity to participants and performs clerical and
ministerial duties related to the Plan. The Plan Administrator purchases, sells
and holds all shares of Common Stock acquired under the Plan.
All inquiries and instructions concerning the Plan should be
directed to:
BankBoston, N. A.
c/o Boston EquiServe
P.O. Box 8040
Boston, Massachusetts 02266-8040
Phone Number: 1-888-218-4374
You should include in all correspondence your shareholder account
number, taxpayer identification number (social security number) and daytime
telephone number where you may be contacted during normal working hours to
facilitate a prompt response.
PLAN ENROLLMENT
If you are currently a shareholder of record and a resident of the
United States of America, you may enroll in the Plan at any time by completing
and returning an application form. Requests for such forms should be directed to
the Plan Administrator, either by telephone or in writing. A beneficial owner of
Common Stock whose shares are registered in a name other than their own name
must become a shareholder of record by having at least one of his or her shares
transferred to their name in order to enroll in the Plan.
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<PAGE> 7
If you are not currently a shareholder of record and you are a
resident of the United States of America, you may join the Plan by paying a $10
enrollment fee and by completing and returning an application form together with
an initial investment of not less than $250 and not more than $150,000, which
will be used to purchase Common Stock for your account.
Your initial investment will be invested in Common Stock on the
next Investment Date, as hereinafter defined, provided that it is received by
the Plan Administrator at least two business days prior to such Investment Date.
Purchases of Common Stock for your account are made as soon as practicable after
receipt of your initial investment, and in no event later than 20 days after
receipt. Investment Dates during any month shall be determined solely at the
discretion of the Plan Administrator. However, it is anticipated to be the
practice of the Plan Administrator to make purchases on behalf of Plan
participants two times during each month, on the 10th and 25th day of the month
or following business day as applicable (the "Investment Date"). For months in
which a dividend is paid, the dividend payment date is an additional Investment
Date for reinvested dividend funds only.
Application forms with initial investments must be received by the
Plan Administrator at least two business days prior to the Investment Date and
are subject to review by the Plan Administrator. Interest is not paid on any
funds received, and funds do not earn dividends prior to their investment.
Therefore, it is to your benefit to mail the funds so that they are received
shortly before an Investment Date, but not less than two business days, before
an Investment Date.
As soon as practicable after completion of your initial investment,
the Plan Administrator will mail to you a statement notifying you of the
establishment of your account and setting forth the details of such investment.
Receipt of such statement serves as notification of your enrollment in the Plan.
The Company may elect not to offer or sell shares of Common Stock
through the Plan to persons residing in any jurisdiction or foreign country
where, in the judgment of the Company, the burden or expense of compliance with
applicable state blue sky or securities laws makes such offer or sale there
impracticable or inadvisable. In any of these circumstances, dividends, if and
when declared, will be paid in the usual manner to the person and any cash
payment received from such person will be returned to such person.
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OPTIONAL CASH INVESTMENTS
Once you are enrolled in the Plan, for a transaction fee of $5 per
cash or money order investment or $2.50 per automatic ACH investment, you may
make additional share purchases using the Plan's optional cash investment
feature. The only restrictions that apply to making optional cash investments
are that they be made in amounts of not less than $50 per investment nor more
than $150,000 per annum inclusive of your initial investment. The Plan
Administrator cannot waive these restrictions.
The Plan Administrator will invest your funds on the next
Investment Date, provided it is received at least two business days prior to
that Investment Date. The Plan Administrator will invest your payment with those
of other participants and apply them to the purchase of additional shares of
Common Stock, which it will hold as custodian.
As is the case with initial investments, the Company will not pay
interest on any optional cash funds received and held for investment under the
Plan and funds do not earn dividends prior to their investment. Therefore, it is
to your benefit to mail an optional cash investment so that it is received by
the Plan Administrator shortly, but not less than two business days, before an
Investment Date.
REFUNDS OF INITIAL INVESTMENTS AND OPTIONAL CASH INVESTMENTS
Upon written request, the Plan Administrator will refund your
initial investment or any optional cash investment, provided your request is
received by the Plan Administrator at least two business days prior to the next
Investment Date. Refunds will be made within three weeks.
METHOD OF INVESTMENT
Check or Money Order. Initial investments and optional cash
investments may be made by check or money order, payable in United States
dollars to BankBoston, N. A. c/o Boston EquiServe, L. P.
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Automatic Monthly Investment from Designated Plan Administrator
Account. An initial investor and a Plan participant may also authorize an
automatic Plan Administrator debit through an Automated Clearing House ("ACH")
withdrawal. This is accomplished, on or about the 20th day of each month, from a
designated United States Plan Administrator account, by completing the
appropriate section of the application form or by notifying the Plan
Administrator in writing.
DIVIDEND REINVESTMENT OPTIONS
If you participate in the Plan you may designate all or a specified
portion of your cash dividends to be reinvested in Company Common Stock.
If you participate in the Plan's dividend reinvestment option,
reinvestment will commence with the first cash dividend payable after the
Dividend Record Date following your enrollment. Dividend Record Dates are
publicly announced by the Company.
On each applicable Investment Date, the Plan Administrator will
(after deducting withholding taxes, if any) apply the cash dividends to the
purchase of shares of Common Stock, on shares held by it for all participants
who are reinvesting their dividends in the Plan. The Plan Administrator will
credit the proportionate number of shares (computed to four decimal places
without rounding) purchased by the Plan Administrator to each participant's
account. The dividend reinvestment feature of the Plan has no associated
transaction cost.
PURCHASE OF SHARES
All shares of Common Stock will be purchased in the open market.
The Company will not utilize newly issued Company Common Stock for Plan
participants to purchase.
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The Plan Administrator may commingle each participant's funds with
those of other participants for the purpose of executing purchases and may
offset purchases of shares against sales of shares to be made for participants
under the Plan with respect to the same Investment Date. Neither Tandy nor any
affiliated purchasers will exercise any direct or indirect control or influence
over the times when or prices at which the Plan Administrator may purchase
Common Stock for the Plan, the amounts of shares to be purchased or the
selection of a broker-dealer through which purchases for the Plan may be
executed.
The price that you will pay for any shares purchased will be the
average cost of all shares purchased (initial investment, optional cash and
dividend reinvestment) by the Plan Administrator in relation to the applicable
Investment Date, which cost includes trading fees of $0.04 per share. Also
participants will be charged a fee of $5.00 per optional cash investments made
by cash or money order or $2.50 for optional investments made by monthly ACH.
After each transaction is made, a detailed statement will be mailed
to you indicating, among other things, the amount invested, the number of shares
purchased, the average cost per share and fees paid.
STOCK CERTIFICATES
All shares purchased on your behalf through the Plan will be held
by the Plan Administrator in book-entry form. You can, however, at any time and
without charge, be sent a certificate for all or part of the full shares
credited to your Plan account by making a request in writing to the Plan
Administrator.
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PLAN SAFEKEEPING OPTION
The Plan offers a safekeeping option at no cost to the Participant
which permits you to deposit all Common Stock certificates held by you with the
Plan Administrator for safekeeping. The advantages of participating in this
service are:
o The risk associated with the loss of your stock certificates is
eliminated. If your certificates are lost or stolen, you cannot sell or
transfer them without first obtaining replacement certificates. This
process could take several weeks and will result in cost and paperwork,
both for you and for the Company.
o Certificates deposited with the Plan Administrator are treated in the same
manner as shares purchased through the Plan, and may be conveniently and
efficiently sold or transferred through the Plan.
To deposit certificates into the Plan, you should send
certificates, by registered and insured mail, to the Plan Administrator, with
written instructions to deposit shares in your Plan account. The certificates
should not be endorsed and the assignment section should not be completed.
GIFTING PLAN SHARES TO OTHERS
You can gift Tandy Common Stock to other persons in three ways:
1. By making an initial investment to establish an account in the
recipient's name. Simply complete and submit to the Plan
Administrator an application in the recipient's name together
with the required initial investment of not less than $250 and
not more than $150,000; or
2. By submitting an optional cash payment in an amount of not less
than $50 nor more than $150,000, on behalf of an existing Plan
participant; or
3. By transferring shares from your account to another person.
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All accounts opened by gift will be automatically enrolled in
dividend reinvestment. An attractive gift card for use in notifying the
recipient is provided in the materials or by contacting the Company at
1-817-415-3022.
SALE OF SHARES
You can sell all or part of your book-entry shares held by the Plan
Administrator by furnishing the Plan Administrator with written instructions by
letter signed by all registered holders. You may sell only whole shares, not
fractional shares, if the sale is for less than all of the shares in your
account. The Plan Administrator cannot, however, sell for you any certificated
shares that you may be holding unless they are first deposited with the Plan
Administrator pursuant to the Plan safekeeping option (see page 10).
After receipt by the Plan Administrator of written instructions,
sales for Plan participants are made daily at prevailing market prices at that
time.
When you sell your shares, the price per share that you will
receive is the average price of all Plan shares sold by the Custodian on that
day less a $15.00 transaction fee. Also deducted from the sale proceeds is your
proportionate share of trading fees of $0.10 per share, transfer taxes and
withholding tax, if any.
TRANSFER OF SHARES HELD IN THE PLAN
You may change the ownership of all or part of your Plan shares
through a gift, a private sale or otherwise by mailing to the Plan Administrator
a properly executed Stock Assignment Form (which you can obtain from the Plan
Administrator or a financial institution), a signature guarantee, and a letter
of instruction.
Unless instructed otherwise, the Plan Administrator will retain the
shares, and enroll the transferee in 100% dividend reinvestment. The new
participant will receive a statement showing the number of shares thus
transferred and now held in his or her Plan account.
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CHANGING YOUR PLAN OPTIONS
You can change the elections you have made under the Plan at any
time by providing written notice to the Plan Administrator. The Plan
Administrator will accept notice from only you or a person duly authorized in
writing to act on your behalf.
TERMINATION OF PLAN PARTICIPATION
Your enrollment in the Plan may be automatically terminated if you
no longer hold any certificated shares and your book-entry Plan shares total
less than one full share of Common Stock. Upon automatic termination, you will
be sent a check for the proceeds from the sale of the fractional share, less
trading fees, transaction fee, transfer taxes and withholding tax, if any.
With respect to the sale of fractional shares, the Plan
Administrator will pay cash to you in an amount determined in the same manner as
provided with respect to the sale of full shares.
Upon termination of Plan participation, Common Stock certificates
and/or checks will be sent to only you or your legal representative.
A request to terminate participation in the Plan must be submitted
in writing and received by the Plan Administrator no later than the dividend
record date to be effective for that dividend, otherwise your request will be
processed after the investment has been posted to your account.
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SUMMARY OF PLAN OPTIONS AND FEES
Following is a summary of the Plan options available to participants
holding certificated and/or book-entry shares and fees charged:
<TABLE>
<CAPTION>
PARTICIPANTS HOLDING SHARES IN THE FORM OF
CERTIFICATED CERTIFICATED AND BOOK-ENTRY
PLAN OPTIONS SHARES ONLY BOOK-ENTRY SHARES SHARES ONLY
- ------------------------------------------------------- ----------------------- ---------------------------- ------------------
<S> <C> <C> <C>
Cash Dividend Reinvestment Yes Yes Yes
No Cash Dividend Reinvestment Yes Yes Yes
Purchase Additional Shares with Optional Cash Investments Yes Yes Yes
Sell Shares No Book-Entry Shares Only Yes
Deposit Certificates with the Plan Administrator for Yes Yes - Certificated Shares Only --
Safekeeping
Transfer Shares Yes Yes Yes
Gift Shares to Other Persons Yes Yes Yes
Obtain Stock Certificates for Book-Entry Shares Held by Plan
Administrator -- Yes - Book-Entry Only Yes
</TABLE>
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<TABLE>
<CAPTION>
CERTIFICATED AND
PLAN FEES BOOK-ENTRY SHARES
- ----------------------------------------------------------------------------------------
<S> <C>
Enrollment Fee $10.00 per account enrollment
Purchase of Shares:
Transaction Fee - Cash or Money Order $5.00 per purchase transaction
Transaction Fee - ACH $2.50
Trading Fee $0.04 per share
Sale of Shares (partial and full):
Transaction Fee $15.00 per sale transaction
Trading Fee $0.10 per share
Reinvestment of Cash Dividends No Charge
Gift or Transfer of Shares No Charge
Safekeeping of Stock Certificates No Charge
Certificate Issuance No Charge
Returned Checks $25.00 per check
Duplicate Statements
Current Year No Charge
Prior Year(s) $10.00 flat fee per request
</TABLE>
The Plan Administrator will deduct the applicable Plan fees from either the
initial or optional investment or proceeds from a sale.
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TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
The amount of cash dividends paid by the Company is considered
taxable income, even though reinvested under the Plan. The information return
sent to you and the IRS at year-end will show as dividend income the full amount
of dividends reinvested under the Plan, as well as cash dividends paid directly
to you, if any. For U. S. Federal income tax purposes, the cost basis of shares
of Common Stock acquired through the Plan on any given Investment Date will be
determined by dividing the total of the dividends reinvested net of taxes
withheld, if any, or your cash investment (initial or optional), if any, by the
number of shares of Common Stock, including fractional shares, if any, acquired
on your behalf by the Plan Administrator on that Investment Date.
In the case of shareholders whose dividends are subject to U.S.
Federal income tax withholding, or backup withholding, the Plan Administrator
will reinvest dividends less the amount of tax required to be withheld.
The sale of shares through the Plan will be reported to the IRS and
you on Form 1099-B.
You should consult with your tax advisor for advice applicable to
your particular situation.
STOCK SPLITS, STOCK DIVIDENDS AND RIGHTS OFFERINGS
Any dividends in the form of shares of stock and any shares
resulting from a stock split on shares held of record by the Plan Administrator
will be added proportionately to your account. In the event that the Company
makes available to its holders of Common Stock rights to subscribe to additional
shares, debentures or other securities, you will receive such rights based upon
the total number of whole shares credited to your account.
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VOTING RIGHTS
A proxy card will be mailed to you representing the shares of
Common Stock held in your Plan account combined with any other shares of Common
Stock that you may own of record. Shares credited to your account under the Plan
on the record date for a vote of shareholders will be voted in accordance with
your instructions. Plan shares for which voting instructions are not received
will be voted by the persons named in the proxy card as your proxy in the same
manner as a majority of the Plan shares are voted by Plan participants on the
matter.
LIMITATIONS ON LIABILITY
Neither the Company nor the Plan Administrator shall be liable for
any act done in good faith or for any omission to act, including, without
limitation, any claims of liability (a) with respect to the prices at which
shares are purchased or sold for your account and the times when such purchases
or sales are made (provided, however, that nothing herein shall be deemed to
constitute a waiver of any rights that you might have under the Securities Act
of 1933 or other applicable federal securities laws), or (b) for any fluctuation
in the market value before or after purchase or sale of shares, or (c) for
continuation of your account until receipt by the Plan Administrator of written
notice of termination or written evidence of your death.
CHANGES TO THE PLAN
The Company reserves the right to amend, modify, suspend or
terminate the Plan, or any provision thereof, but such action shall have no
retroactive effect that would prejudice the interest of participants.
GOVERNING LAW
The terms and conditions of the Plan and its operation are governed
by the laws of the State of Texas.
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USE OF PROCEEDS
It is the Company's present intention that all purchases of Common
Stock made pursuant to the Plan will be in open market transactions and no
proceeds are expected to flow to the Company as a result of the offering. The
principal purpose for the Plan is to provide investors a convenient method for
purchasing shares of Common Stock and to provide shareholders with a convenient
method of investing cash dividends in additional shares of Common Stock.
LEGAL MATTERS
Certain legal matters related to the Common Stock offered hereby
will be passed upon for the Company by M. C. Hill, Esq., Vice President,
Corporate Secretary and General Counsel for the Company. Mr. Hill owns shares of
Common Stock of the Company.
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference to the Annual Report on Form 10-K for the year ended
December 31, 1996 have been so incorporated in reliance on the report of Price
Waterhouse, LLP, independent auditors, given upon the authority of said firm as
experts in accounting and auditing.
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No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or the solicitation of an offer to buy any securities other than
the securities described in this Prospectus or an offer to sell or the
solicitation of an offer to buy such securities in any circumstances in which
such offer or solicitation is unlawful. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of Tandy Corporation
since the date thereof or that the information contained or incorporated by
reference herein is correct as of any time subsequent to the date of such
information.
TABLE OF CONTENTS
PROSPECTUS
<TABLE>
<S> <C>
Available Information............................ 2
Tandy Shares Plan
Advantages and Features..................... 4
Plan Administration......................... 5
Plan Enrollment............................. 5
Optional Cash Investments................... 7
Refunds..................................... 7
Methods of Investment....................... 7
Dividend Reinvestment Options............... 8
Purchase of Shares.......................... 8
Stock Certificates.......................... 9
Plan Safekeeping Option..................... 10
Gifting Plan Shares to Others............... 10
Sale of Shares.............................. 11
Transfer of Shares.......................... 11
Changing Your Plan Options.................. 12
Termination of Plan Participation........... 12
Summary of Plan Options and Fees............ 13
Tax Consequences............................ 15
Stock Splits, Etc........................... 15
Voting Rights............................... 16
Limitations on Liability.................... 16
Changes to the Plan......................... 16
Governing Law............................... 16
</TABLE>
TANDY CORPORATION
TANDY SHARES PLAN
PROSPECTUS
JANUARY 12, 1998
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses of the offering are estimated as follows:
<TABLE>
<CAPTION>
Expenses Amount*
-------- -------
<S> <C>
Securities and Exchange Commission registration fee..................................... $ 33,488.40
Legal fees.............................................................................. 3,000.00
Printing and engraving expenses......................................................... 13,000.00
Accountants' fees....................................................................... 10,000.00
Blue sky and legal investment fees and expenses......................................... 500.00
Miscellaneous expenses.................................................................. 500.00
--------------
Total.............................................................................. $ 60,488.40
==============
</TABLE>
- ----------
*The first item is actual; the others are estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware contains, in
Section 145, provisions relating to the indemnification of officers and
directors. Article 14 of the bylaws of the Company contains provisions
requiring indemnification by the Company of its directors and officers
to the full extent permitted by law. These provisions extend to
expenses reasonably incurred by the director or officer in defense or
settlement of any such action or proceeding.
The board of directors of the Company has general authority to
indemnify any officer or director against losses arising out of his or
her service as such, unless prohibited by law. The Company carries
insurance to cover potential costs of the foregoing indemnification of
the Company's officers and directors.
ITEM 16. EXHIBITS
Exhibit
Number Description of Exhibit
- ------ ----------------------
5.1 Legal opinion of Mark C. Hill, Esq.
23.1 Consent of Price Waterhouse LLP, independent accounts.
23.2 Consent of Mark C. Hill, Esq. (included in opinion filed as Exhibit 5).
24.1 Power of Attorney (included on the signature page filed herewith).
II-1
<PAGE> 21
ITEM 17. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required
by Section 10 (a) (3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that the undertakings set forth in
clauses (i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those clauses is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15 (d) of the
Securities exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497 (h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(3) For the purpose of determining any liability
under the Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(4) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13 (a) or Section 15 (d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-2
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Fort Worth, State of Texas, on the 12 day of January,
1998.
Tandy Corporation
By:/s/ JOHN V. ROACH
--------------------------
John V. Roach,
Chairman of the Board,
and Chief Executive Officer
II-3
<PAGE> 23
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of Tandy Corporation, a
Delaware Corporation, do hereby constitute and appoint John V. Roach and Dwain
H. Hughes, and either of them, their true and lawful attorneys-in-fact and
agents or attorney-in-fact and agent, with power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the full power of authority, the powers granted include the full power
of substitution and resubstitution, for them and in their name, place and stead,
in any and all capacities, the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments (including any post-effective
amendments) and supplements thereto, and to any and all instruments or documents
filed as part of or in connection with such Registration Statement, and each of
the undersigned hereby ratifies and confirms all that said attorneys and agents,
or any of them, shall do or cause to be done by virtue hereof. The Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the 12 day of January, 1998.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 12 day of January, 1998.
SIGNATURE TITLE
--------- -----
/s/ JOHN V. ROACH
- -------------------------- Chairman of the Board,
John V. Roach Chief Executive Officer and Director
(Principal Executive Officer)
/s/ DWAIN H. HUGHES
- -------------------------- Senior Vice president and
Dwain H. Hughes Chief Financial Officer
(Principal Financial Officer)
/s/ RICHARD L. RAMSEY
- -------------------------- Vice President and
Richard L. Ramsey Controller (Principal
Accounting Officer)
/s/ JAMES I. CASH, JR.
- -------------------------- Director
James I. Cash, Jr.
/s/ RONALD E. ELMQUIST
- -------------------------- Director
Ronald E. Elmquist
II-4
<PAGE> 24
/s/ LEWIS F. KORNFELD, JR.
- -------------------------- Director
Lewis F. Kornfeld, Jr.
/s/ JACK L. MESSMAN
- -------------------------- Director
Jack L. Messman
/s/ WILLIAM G. MORTON, JR.
- -------------------------- Director
William G. Morton, Jr.
/s/ THOMAS G. PLASKETT
- -------------------------- Director
Thomas G. Plaskett
/s/ LEONARD H. ROBERTS
- -------------------------- Director
Leonard H. Roberts
/s/ ALFRED J. STEIN
- -------------------------- Director
Alfred J. Stein
/s/ WILLIAM E. TUCKER
- -------------------------- Director
William E. Tucker
/s/ JOHN A. WILSON
- -------------------------- Director
John A. Wilson
II-5
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
5.1 Legal opinion of Mark C. Hill, Esq.
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of Mark C. Hill, Esq. (included in opinion filed as Exhibit 5).
24.1 Power of Attorney (included on the signature page filed herewith).
</TABLE>
<PAGE> 1
Exhibit 5.1
January 12, 1998
Board of Directors
Tandy Corporation
100 Throckmorton Street
Suite 1800
Fort Worth, TX 76102
Registration Statement on Form S-3
Tandy Corporation Tandy Shares Plan
Gentlemen:
I am Vice President, Corporate Secretary and General Counsel for Tandy
Corporation (the "Company") in connection with its registration under the
Securities Act of 1933 of 3,000,000 shares of its common stock (the "Shares")
which are proposed to be offered and sold as described in the Company's
Registration Statement on Form S-3 for the Company's Tandy Shares Plan (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") on January 12, 1998.
In rendering this opinion, I have relied upon, among other things, my
examination of such records of the Company and certificates of its officers and
of public officials as I have deemed necessary.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware.
2. Although the Tandy Shares Plan does not currently provide for the
issuance and sale of the Shares by the Company, should the Tandy Shares Plan be
amended in the future to provide for such sale, after appropriate authorization
by the Board of Directors of the Company of the issue and sale of the Shares and
a good faith determination by the Board of Directors that the consideration to
be received therefor is adequate, upon issuance and sale of the Shares under the
terms of the Tandy Shares Plan as amended and receipt by the Company of full
payment therefor in accordance with the corporate authorization, the Shares will
be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement.
Sincerely,
Mark C. Hill
Vice President, Corporate Secretary
and General Counsel
MCH:ll
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 19, 1997, except as to the treasury stock repurchase program described
in Note 11 as to which the date is March 3, 1997, appearing on page 29 of Tandy
Corporation's Annual Report on Form 10-K for the year ended December 31, 1996.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP
Fort Worth, Texas
January 12, 1998
