Registration No. 333-60803
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
TANDY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-1047710
(State or other jurisdiction of (I.R.S.employer identification number)
incorporation or organization)
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. Copies of Correspondence to:
Vice President, Corporate Secretary Dwight A. Kinsey, Esq.
and General Counsel Satterlee Stephens Burke & Burke LLP
Tandy Corporation 230 Park Avenue
100 Throckmorton Street, Suite 1800 New York, New York 10169
Fort Worth, Texas 76102 212-818-9200
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. |_|
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. |X|
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. |_|
<TABLE>
CALCULATION OF REGISTRATION FEE
<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
<S> <C> <C> <C> <C>
Common Stock 100,000 $57.6875 $5,768,750.00 $1701.78
per value
$1 per share
</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).
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Prospectus
TANDY CORPORATION
Dealer/Franchisee Rewards Program
Take Stock In Tandy
The Dealer/Franchisee Rewards Program, "Take Stock In Tandy" (the
"Plan") of Tandy Corporation ("Tandy" or "Company") provides individual
Dealer/Franchisees of the Company with a means to acquire shares of Tandy
Corporation common stock, par value $1.00 per share ("Common Stock"), based on
the amount of Credits (as defined in the Plan) awarded by the Company which are
attributable to the levels of annual Net Purchases (as defined in the Plan) of
Tandy supplied products. If a Dealer/Franchisee voluntarily elects to redeem the
Credits for $25.00 per Credit, Tandy will contribute an additional $25.00 per
Credit awarded and redeemed to purchase Common Stock. A broker - dealer may be
selected by the Company ("Agent") to be an agent for stock purchases and sales.
The price of shares of Common Stock purchased under the Plan will be a
price equal to the closing price of shares of Common Stock on the last trading
day of February of the applicable calendar year (the "Closing Price"). All
purchases of Common Stock made pursuant to the Plan will be made directly from
the Company and not in the open market. The Closing Price will not include any
trading or brokerage fees. The Common Stock is traded on the New York Stock
Exchange. This Prospectus relates to 100,000 shares of Common Stock.
To the extent required by applicable law in certain jurisdictions,
shares offered under the Plan will be 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 August 17, 1998.
<PAGE>
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: 7 World Trade Center, 13th Floor, New York, New York
10048 and at 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California 90036.
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.
Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily complete.
With respect to each such contract, agreement or other document filed as an
exhibit to the registration statement, reference is made to the exhibit for a
more complete description of the matter involved and each such statement shall
be deemed qualified in its entirety by such reference.
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, 1997, its Quarterly
Report on Form 10-Q for the three-month period ended March 31, 1998, its Current
Report on Form 8-K filed February 2, 1998, its Current Report on Form 8-K filed
April 6, 1998, its Current Report on Form 8-K filed June 22, 1998, 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 filed on June 27,
1990.
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 store
chain and the Computer City, Inc. store chain. Computer City, Inc is a wholly
owned subsidiary of the Company. RadioShack, through Company-owned stores and
independently owned dealer/franchisees, 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
findaccessories and batteries. Computer City, Inc. operates primarily as a
"Supercenter" retail format featuring many name brand computers, software and
related products.
On June 22, 1998, the Company announced that it had signed a
definitive agreement with CompUSA Inc. for the sale of 100% of the outstanding
common stock of Computer City, Inc. for a sum which was initially estimated to
be $275.0 million which is subject to a post closing adjustment. In connection
with the sale, the Company recorded a pre-tax charge of $73.2 million during the
second quarter of 1998. On July 31, 1998, the Company received notice from the
Federal Trade Commission of early termination of the waiting period under the
Hart-Scott-Rodino Improvements Act of 1976. However, the consummation of the
sale is still subject to certain conditions as well as customary due diligence.
It is currently anticipated that the sale will close by the end of the third
quarter of 1998; however, presently, there can be no assurance that such sale
will be completed.
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.
TAKE STOCK IN TANDY PLAN
Advantages and Features
Some of the advantages and features of the Plan which are described
in this Prospectus are:
Enrolled Dealer/Franchisees of the Company ("Participants") who satisfy
the requirements of the Plan may purchase shares of Common Stock by
redeeming Credits and the redemption price paid will be matched by the
Company.
Participants obtain an ongoing ownership stake in the Company.
Participants purchase Common Stock without incurring a brokerage fee or
other transaction costs.
After purchase, Participants will receive any cash dividends declared on
Common Stock held.
Personal recordkeeping is simplified by the Plan Administrator's issuance
of statements indicating activity.
Plan Administration
The Company, as administrator and its designated persons ("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 will purchase all shares of Common
Stock to be acquired under the Plan.
All inquiries and instructions concerning the Plan should be directed to:
Tandy Corporation
c/o Shareholder Services
100 Throckmorton Street
Suite 1700
Fort Worth, Texas 76102
Plan Qualification
In order to qualify to receive Common Stock under the Plan, a
Dealer/Franchisee of the Company must satisfy all the following requirements:
A Dealer/Franchisee must meet or exceed required levels of increases (from
the previous year) in the annual Net Purchases (defined below) of Company
products during the full calendar year as described in the Appendix
attached to this Prospectus, (the "Appendix");
A Dealer/Franchisee, on December 31 of each year must have been an active
Dealer/Franchisee of the Company for at least a portion of January, and
each month thereafter of the full calendar year, and be conducting an
ongoing business and Company records must reflect each of these facts;
A Dealer/Franchisee's accounts payable to the Company must be current as
of both December 31 of each calendar year and the time of purchase of
Common Stock under the Plan; and
A Dealer/Franchisee, at the time of purchase of Common Stock under the
Plan, must also continue to be an active Dealer/Franchisee of the Company.
During the first year the Plan is in effect, the requirements to
qualify to receive Common Stock under the Plan shall commence and be measured as
of January 1, 1998.
Plan Enrollment
Plan enrollment forms will be sent to active Dealer/Franchisees of
the Company who may become eligible to redeem Credits under the Plan and who are
purchasing Company products from or through the RadioShack Dealer/Franchisee
division which are intended for resale ("Products"). When this form is completed
and returned to the Plan Administrator, a Dealer/Franchisee shall be a
Participant in the Plan and may become eligible to receive Common Stock subject
to and in accordance with the terms of the Plan. Participation in the Plan is
entirely voluntary.
As soon as practicable after completion of initial enrollment, the
Plan Administrator will mail a statement to each Participant notifying them of
the establishment of their account and setting forth other details. Receipt of
such statement serves as notification of enrollment in the Plan.
The Company may elect not to enroll a person in the Plan if that
person resides in any jurisdiction or foreign country where, in the judgment of
the Company, the burden or expense of compliance with applicable state blue sky
laws, securities laws or other requirements makes enrollment impracticable or
inadvisable.
Purchasing Common Stock
Once a person is a Participant in the Plan he or she will be
awarded credits valued at $25.00 each for purposes of the Plan ("Credits") for
achieving various levels of annual Net Purchases (defined below) of Products as
described in the section entitled "Awarding Credits" below. These Credits may be
applied toward the purchase of Company Common Stock as described below. The
number of Credits awarded at each required Net Purchase level of Products will
vary depending on the applicable percentage of annual Product Net Purchase gain
or loss (from the previous year) achieved by the retail location[s] owned by a
Participant. These Credits shall be applied after the end of the applicable year
by the Plan Administrator to a memorandum book account maintained by the Plan
for each Participant (the "Participant's Account"). Should a Participant elect
under the Plan to purchase Company Common Stock (see the section entitled
"Election and Distribution of Common Stock" below), a Participant may redeem the
Credits awarded by paying the Company $25.00 per Credit. Upon receipt of this
payment, the Company will credit to a Participant's Account an amount of Credits
equal to the Credits accrued and redeemed by that Participant during the
calendar year (the "Company Contribution"). The whole number of shares of Common
Stock resulting from the division of the Closing Price into the value of the
total number of Credits awarded and redeemed by a Participant plus the Company
Contribution in a Participant's Account shall be sent to a Participant in the
manner and under the conditions and at the time described in the section
entitled "Election and Distribution of Common Stock" below. For example, if a
Participant has been awarded and redeems five Credits of $25.00 each ($125.00),
then the Company Contribution will be an additional $125.00 for a total of
$250.00 for the purchase of Common Stock. Assuming, in this example that the
Closing Price of Common Stock is $50.00 per share, a Participant would receive
five shares of Common Stock. No fractional shares of Common Stock will be issued
nor will any unused or partial Credits be carried forward nor will the
Participant receive any cash from the Company other than a refund of any excess
cash payment for Common Stock that may be made by a Participant which would only
be represented by a portion of a fractional share.
Awarding Credits
In order to be awarded Credits, the Plan requires an average of a
minimum of $50,000 of annual Net Purchases of Products per retail location owned
by a Participant. "Net Purchases" for purposes of the Plan means, the purchase
of Products supplied or billed from a RadioShack warehouse/distribution center,
through the Company's RadioShack Dealer/Franchisee division, to the
Dealer/Franchisee, net of returns, credits for defective merchandise, and other
credits, and such Net Purchases shall be determined solely from the year-end
purchase/sale records of the Company's RadioShack Dealer/Franchisee division. As
Net Purchases increase (both in amount and as compared to the previous year) the
number of Credits awarded increases. The chart in the Appendix sets out the
Credit award levels for both single and multiple locations. The Plan has two
award levels. A retail location with Net Purchases of less than $150,000 a
calendar year and having an annual double digit Net Purchase gain will be
awarded twice the number of Credits as a similar retail location achieving an
annual single digit gain in Net Purchases. Also, a retail location with Net
Purchases of more than $150,000 a calendar year and achieving a 5% or greater
increase in Net Purchases in a calendar year, will be awarded twice the amount
of Credits as similar retail location achieving a gain in Net Purchase of 0% to
4.99% in a calendar year. All retail locations that show an annual decrease in
Net Purchases of 5% or greater will not be awarded Credits.
If multiple retail locations are owned by a Participant, and the
average annual Net Purchases for all these locations equal at least $50,000 per
location, those purchases will qualify to be awarded Credits in order to be
eligible to purchase Common Stock. Two retail locations require $100,000 Net
Purchases of Products or an average of $50,000 per location. That is, one
location may have $60,000 of Net Purchases of Products and another location
may have $40,000 of Purchases and both will qualify under the Plan to be awarded
Credits. After reaching the minimum Net Purchase requirement, each $25,000
of Net Purchase increment would be awarded Credits the same as a single retail
location. New Dealer/Franchisees who order, pay for, and receive Products
as of January of any year will be eligible to qualify to be awarded Credits in
order to receive Common Stock for Product Net Purchases during that year as set
out in the Appendix. New Dealer/Franchisees purchasing Products commencing
any time between February 1 and December 31 of a year will be eligible to
qualify to be awarded Credits which can be applied to the purchase of Common
Stock in the following year. If an existing Dealer/Franchisee (as of January
of any calendar year)opens a new retail location at any time during the calendar
year and the average annual Net Purchases for all retail locations owned by that
Dealer/Franchisee equal at least $50,000 per location, then the Net Purchase
of the new location will qualify to be awarded Credits to earn Common Stock.
Election and Distribution of Common Stock
As promptly as practicable after the end of February of the
applicable calendar year, but no later than March 10, the Plan Administrator
will mail to each Participant notice of the Closing Price and an election and
payment form as well as a statement of the amount, if any, of Credits in the
Participant's Account. Should a Participant elect to redeem Credits in order to
receive the Company Contribution and acquire Common Stock, a Participant must
complete the election form, enclose payment for the Credits and deliver the form
and payment to the Company not later than April 10 of the applicable year. Upon
receipt of the election form and determining that good and sufficient funds have
been received, the Company shall distribute to each Participant who qualifies
under the Plan the whole number of shares of Common Stock resulting from the
division of the Closing Price into the value of the total number of Credits
awarded and redeemed by a Participant plus the Company Contribution in a
Participant's Account. It is expected that shares of Common Stock will be mailed
to Participants prior to April 30 of each year the Plan is in effect.
Any Credits awarded during any one calendar year and not utilized
to purchase Common Stock shall be canceled as of April 1 of the immediately
succeeding calendar year. Credits have no value outside of the Plan and may not
be sold, hypothecated, pledged, assigned or otherwise transferred.
Cash Dividends
Declared cash dividends on Common Stock will not be applied to
Credits in a Participant's Account. Participants will only be entitled to
receive cash dividends declared by the Company upon and after they become a
record owner of Common Stock and remain a record owner on the dividend record
date.
Voting of Stock
Participants shall not have any voting rights with respect to
Credits. Upon and after becoming a owner of record of Common Stock, Participants
shall have the voting rights accorded to owners of Company Common Stock.
Changes in Capitilization
In the event of a stock dividend, stock split, merger or
recapitilization of the Company affecting the number of outstanding shares of
Common Stock, the number of Credits applied to a Participant's Account shall not
be adjusted.
Withdrawal - Early Payment
There are no early payment or withdrawal rights under the Plan.
Beneficiary Rights
There are no rights under the Plan to designate a beneficiary of
Credits or otherwise gift, devise or bequeath the right to receive Common Stock
under the Plan.
Transfer; Assignment
Neither the shares of Common Stock (prior to receipt by a
Participant) nor any interest in the Credits held under the Plan shall be sold,
transferred, assigned, alienated, pledged, or otherwise encumbered or disposed
of in whole or in part, either directly, by operation of law, or otherwise. If
any attempt is made by a Participant to sell, transfer, assign, alienate,
pledge, or otherwise encumber or dispose his or her interest in such shares of
Common Stock (prior to receipt) or the Credits for his or her debts, liabilities
in tort or contract, or otherwise, then the Company (in its absolute discretion)
may terminate the Participant from the Plan and the Participant shall have no
further rights under the Plan or in any Credits including the right, if any, to
receive Common Stock.
Administration
The Plan shall be administered by the Company as the Plan
Administrator and its President or such other person or persons as may be
designated by the President.
The power and authority of the Company with respect to the
administration of the Plan shall include, in addition to those conferred
elsewhere in the Plan, but not be limited to:
1. Authorizing delivery of Common Stock;
2. Making, amending and enforcing all appropriate rules and
regulations for the administration of the Plan; and
3. Deciding or resolving any and all questions or disputes as may
arise in connection with the Plan.
Any determination, decision or action of the Company concerning or
with respect to any question, dispute or disagreement arising out of or in
connection with the construction, interpretation, administration and application
of the Plan and of its rules and regulations, shall lie within the absolute
discretion of the Company and shall be final and binding upon all Participants
and any persons claiming by, under or through the Participant.
Limitation of Participant's Rights
No Participant nor any person claiming under or through any
Participant shall have any right or interest in the Plan that is not expressly
granted.
Delivery in the Event of Death
In the event of the death of the Participant, any delivery of
Common Stock otherwise due under the terms of Plan shall be made to the executor
or administrator of the estate of the Participant.
Notices, Communication, Delivery and Identity
All notices, delivery of Common Stock and communications to a
Participant under or in connection with the Plan shall be deemed to have been
duly given, made or delivered when mailed with postage prepaid, or sent by
overnight express delivery service to the Participant at the address last
appearing on the records of the Company.
All notices, instructions or other communications by a Participant
to the Company under or in connection with the Plan shall be duly given, made or
delivered only when in fact received by the Company at the address specified
above.
The identity of a Dealer/Franchisee of the Company for all purposes
under the Plan shall be determined solely from the records of the Company's
RadioShack Dealer/Franchisee division.
Amendment, Suspension or Termination
The Company may amend, suspend or terminate the Plan at any time or
from time to time.
Cash Refund
If prior to receipt of Common Stock under the Plan, the Plan is
suspended or terminated or a Participant terminates participation in the Plan
for any reason, any cash payment previously made by a Participant shall be
promptly refunded.
Tax Consequences of Participation in the Plan
THE FOLLOWING DISCUSSION IS A GENERAL SUMMARY OF THE FEDERAL INCOME TAX
CONSEQUENCES UNDER CURRENT LAW OF CREDITS AWARDED AND REDEEMED UNDER THE PLAN.
THIS INFORMATION IS NOT A COMPLETE EXPLANATION OF THE TAX CONSEQUENCES OF SUCH
CREDITS. PARTICIPANTS SHOULD CONSULT WITH THEIR OWN TAX ADVISIOR WITH RESPECT TO
THE FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES OF THE REDEMPTION OF
CREDITS AND THE OWNERSHIP AND DISPOSITION OF THE UNDERLYING SECURITIES.
A Participant will not recognize taxable income upon the award of
Credits under the Plan. Should a Participant elect to redeem Credits in order to
receive the Company Contribution and acquire Common Stock, the Participant will
recognize taxable income to the extent the fair market value of the Common Stock
acquired exceeds the amount paid for the Common Stock by the Participant not
including any Company Contribution. For purposes of determining the amount of
taxable income recognized by the Participant upon the acquisition of Common
Stock, the fair market value of the Common Stock shall be equal to the number of
shares acquired by the Participant multiplied by the average of the high and low
trading prices of shares of Common Stock on the New York Stock Exchange on the
date the shares are distributed to the Participant.
The amount of taxable income generated upon the acquisition of Common
Stock by the Participant, if any, will be determined by the Company and reported
to the Internal Revenue Service on Form 1099-MISC, Miscellaneous Income. A copy
of Form 1099-MISC will be provided to the Participant in the year following the
calendar year in which the stock is purchased. An exception to this reporting
requirement is provided for taxable income recognized by Participants which are
incorporated.
For purposes of determining gain or loss on the subsequent disposition
of Common Stock acquired under the Plan, the Participant's cost basis will be
equal to sum of the amount paid by the Participant plus the amount of taxable
income, if any, recognized upon the acquisition of the Common Stock. The
difference, if any, between the sales price of the shares and the cost basis of
the shares will be treated as a long-term or short-term capital gain or loss,
depending upon whether or not the shares were sold more than one year after the
date of acquisition.
The Participant will also be subject to tax on the amount of any
dividends earned with respect to Common Stock purchased under the Plan. The
Company will report to the Internal Revenue Service the amount of dividends paid
to the Participant on Form 1099-DIV, Dividend Income. A copy of Form 1099-DIV
will be
provided to the Participant in the year following the calendar year in which
the dividends are paid. An exception to this reporting requirement is provided
for dividends paid to Participants which are incorporated.
In the event taxable income recognized by a Participant on the
acquisition of Common Stock is subject to U.S. Federal income tax withholding,
the Plan Administrator will withhold the required amount of taxes and remit them
to the appropriate taxing authority . Any withholding of tax required upon the
issuance of Common Stock will be satisfied by withholding shares equal to the
fair market value of the required withholding tax on the date of acquisition.
No Rights as a Shareholder
No Participant will have the right to exercise any of the rights
and privileges of a shareholder of the Company with respect to any Credits
applied to a Participant's Account under the Plan.
Funds, Common Stock Set Aside for Payment
Tandy will not set aside monies or Common Stock or establish a
trust or fund to assist in the delivery of Common Stock. Participants and their
personal representatives shall have rights under the Plan no greater than
general unsecured creditors of Tandy.
Limitation 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 of the Common
Stock (provided, however, that nothing herein shall be deemed to constitute a
waiver of any rights that a Participant 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 Common Stock.
Governing Law
The terms and conditions of the Plan and its operation are governed
by the laws of the State of Texas.
USE OF PROCEEDS
All purchases of Common Stock made pursuant to the Plan will be
made directly from the Company and sourced or fulfilled with Common Stock from
the Company's Treasury Stock. The Plan or the Agent will not make any open
market purchases of Common Stock for Plan purposes. The principal purpose for
the Plan is to provide Dealer/Franchisees of the Company with shares of Common
Stock in order to align their interests with that of the Company and to motivate
the Dealer/Franchisees to increase their purchases of Company Products. The
Company will receive proceeds from these purchases and from the redemptions of
Credits by Participants. The proceeds from purchases of Common Stock or
redemptions of Credits shall be used for general corporate purposes.
PLAN OF DISTRIBUTION
All costs, fees and commissions incurred by the Plan (including any
brokers fees and commissions) and those related to the administration of the
Plan will be paid by the Company. As described in the Plan, shares of Common
Stock of the Company will be issued to Dealer/Franchisees of the Company from
the Company's Treasury Stock in exchange for Credits earned and paid for by
Participants and the Company Contribution. No open market purchases of Common
Stock will be made for Plan purposes.
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, 1997 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given upon the authority of said firm
as experts in accounting and auditing.
APPENDIX
Minimum Annual Purchases Required to Participate in Stock Program $50,000 PER
STORE Purchase Levels are tiered in $25,000 increments
<TABLE>
STARTING AT THE $50,000 PURCHASE LEVEL
<CAPTION>
Purchase Credits Issued Credits Issued Credits Issued
Levels with Sales Loss of with a Sales Gain of With a Sales Gain
Negative 0 to -4.99% Positive 0 to 9.99%* of 10% or Greater
<S> <C> <C> <C>
$50,000 TO $74,999 5 10 20
$75,000 TO $99,999 7 15 30
$100,000 TO $124,999 10 20 40
$125,000 TO $149,999 12 25 50
</TABLE>
<TABLE>
STARTING AT THE $150,000 PURCHASE LEVEL
<CAPTION>
Purchase Credits Issued Credits Issued Credits Issued
Levels with Sales Loss of with a Sales Gain of With a Sales Gain
Negative 0 to -4.99% Positive 0 to 4.99%* of 5% or Greater
<S> <C> <C> <C>
$150,000 TO $174,999 15 30 60
$175,000 TO $199,999 17 35 70
$200,000 TO $224,999 20 40 80
$225,000 TO $249,999 22 45 90
$250,000 TO $274,999 25 50 100
$275,000 TO $299,999 27 55 110
$300,000 TO $324,999 30 60 120
$325,000 TO $349,999 32 65 130
$350,000 TO $374,999 35 70 140
$375,000 TO $399,999 37 75 150
$400,000 TO $424,999 40 80 160
$425,000 TO $449,999 42 85 170
$450,000 TO $474,999 45 90 180
$475,000 TO $499,999 47 95 190
$500,000 TO $524,999 50 100 200
$525,000 TO $549,999 52 105 210
$550,000 TO $574,999 55 110 220
$575,000 TO $599,999 57 115 230
$600,000 TO $624,999 60 120 240
$625,000 TO $649,999 62 125 250
$650,000 TO $674,999 65 130 260
$675,000 TO $699,999 67 135 270
$700,000 TO $724,999 70 140 280
$725,000 TO $749,999 72 145 290
$750,000 TO $774,999 75 150 300
$775,000 TO $799,999 77 155 310
$800,000 TO $824,999 80 160 320
$825,000 TO $849,999 82 165 330
$850,000 TO $874,999 85 170 340
$875,000 TO $899,999 87 175 350
$900,000 TO $924,999 90 180 360
$925,000 TO $949,999 92 185 370
$950,000 TO $974,999 95 190 380
$975,000 TO $999,999 97 195 390
$1,000,000 TO $1,024,999 100 200 400
$1,025,000 TO $1,049,999 102 205 410
$1,050,000 TO $1,074,999 105 210 420
$1,075,000 TO $1,099,999 107 215 430
$1,100,000 TO $1,124,999 110 220 440
$1,125,000 TO $1,149,999 112 225 450
$1,150,000 TO $1,174,999 115 230 460
$1,175,000 TO $1,199,999 117 235 470
$1,200,000 TO $1,224,999 120 240 480
$1,225,000 TO $1,249,999 122 245 490
$1,250,000 TO $1,274,999 125 250 500
$1,275,000 TO $1,299,999 127 255 510
$1,300,000 TO $1,324,999 130 260 520
$1,325,000 TO $1,349,999 132 265 530
$1,350,000 TO $1,374,999 135 270 540
$1,375,000 TO $1,399,999 137 275 550
$1,400,000 TO $1,424,999 140 280 560
$1,425,000 TO $1,449,999 142 285 570
$1,450,000 TO $1,474,999 145 290 580
$1,475,000 TO $1,499,999 147 295 590
$1,500,000 TO $1,524,999 150 300 600
$1,525,000 TO $1,549,999 152 305 610
$1,550,000 TO $1,574,999 155 310 620
$1,575,000 TO $1,599,999 157 315 630
$1,600,000 TO $1,624,999 160 320 640
$1,625,000 TO $1,649,999 162 325 650
$1,650,000 TO $1,674,999 165 330 660
$1,675,000 TO $1,699,999 167 335 670
$1,700,000 TO $1,724,999 170 340 680
$1,725,000 TO $1,749,999 172 345 690
$1,750,000 TO $1,774,999 175 350 700
$1,775,000 TO $1,799,999 177 355 710
$1,800,000 TO $1,824,999 180 360 720
$1,825,000 TO $1,849,999 182 365 730
$1,850,000 TO $1,874,999 185 370 740
$1,875,000 TO $1,899,999 187 375 750
$1,900,000 TO $1,924,999 190 380 760
$1,925,000 TO $1,949,999 192 385 770
$1,950,000 TO $1,974,999 195 390 780
$1,975,000 TO $1,999,999 197 395 790
$2,000,000 TO $2,024,999 200 400 800
$2,025,000 TO $2,049,999 202 405 810
$2,050,000 TO $2,074,999 205 410 820
$2,075,000 TO $2,099,999 207 415 830
$2,100,000 TO $2,124,999 210 420 840
$2,125,000 TO $2,149,999 212 425 850
$2,150,000 TO $2,174,999 215 430 860
$2,175,000 TO $2,199,999 217 435 870
$2,200,000 TO $2,224,999 220 440 880
$2,225,000 TO $2,249,999 222 445 890
$2,250,000 TO $2,274,999 225 450 900
$2,275,000 TO $2,299,999 227 455 910
$2,300,000 TO $2,324,999 230 460 920
$2,325,000 TO $2,349,999 232 465 930
$2,350,000 TO $2,374,999 235 470 940
$2,375,000 TO $2,399,999 237 475 950
$2,400,000 TO $2,424,999 240 480 960
$2,425,000 TO $2,449,999 242 485 970
$2,450,000 TO $2,474,999 245 490 980
$2,475,000 TO $2,499,999 247 495 990
$2,500,000 TO $2,524,999 250 500 1000
$2,525,000 TO $2,549,999 252 505 1010
$2,550,000 TO $2,574,999 255 510 1020
$2,575,000 TO $2,599,999 257 515 1030
$2,600,000 TO $2,624,999 260 520 1040
$2,625,000 TO $2,649,999 262 525 1050
$2,650,000 TO $2,674,999 265 530 1060
$2,675,000 TO $2,699,999 267 535 1070
$2,700,000 TO $2,724,999 270 540 1080
$2,725,000 TO $2,749,999 272 545 1090
$2,750,000 TO $2,774,999 275 550 1100
$2,775,000 TO $2,799,999 277 555 1110
$2,800,000 TO $2,824,999 280 560 1120
$2,825,000 TO $2,849,999 282 565 1130
$2,850,000 TO $2,874,999 285 570 1140
$2,875,000 TO $2,899,999 287 575 1150
$2,900,000 TO $2,924,999 290 580 1160
$2,925,000 TO $2,949,999 292 585 1170
$2,950,000 TO $2,974,999 295 590 1180
$2,975,000 TO $2,999,999 297 595 1190
</TABLE>
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
Available Information.......................... 2
Incorporation by Reference..................... 2
The Company.................................... 3
Take Stock in Tandy............................ 3
Advantages and Features................... 3
Plan Administration....................... 3
Plan Qualification........................ 4
Plan Enrollment........................... 4
Purchasing Common Stock................... 4
Awarding Credits.......................... 5
Election and Distribution of Common Stock. 6
Cash Dividends............................ 6
Voting of Stock........................... 6
Changes in Capitilization................. 6
Withdrawal - Early Payment................ 6
Beneficiary Rights........................ 6
Transfer; Assignment...................... 6
Administration............................ 7
Limitation of Participant's Rights........ 7
Delivery in the Event of Death............ 7
Notices, Communications and Delivery...... 7
Amendment, Suspension or Termination...... 7
Cash Refund............................... 7
Tax Consequences.......................... 8
No Rights as a Shareholder................ 8
Funds Set Aside........................... 8
Limitation on Liability................... 9
Governing Law............................. 9
Use of Proceeds................................ 9
Plan of Distribution........................... 9
Legal Matters.................................. 9
Experts........................................ 9
Appendix.................................. i
Tandy Corporation
Dealer/Franchisee Rewards Program
Take Stock in Tandy
PROSPECTUS
August 17, 1998
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses of the offering are estimated as follows:
Expenses Amount*
Securities and Exchange Commission registration fee............ $1,701.08
Legal fees..................................................... $2,500.00
Printing and engraving expenses................................ $5,000.00
Accountants' fees.............................................. $1,000.00
Blue sky and legal investment fees and expenses................ $ 250.00
Miscellaneous expenses......................................... $ 500.00
---------------
Total.......................................................... $10,951.08
*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 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).
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 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.
(3) 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.
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 amendment to
the 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 11th
day of August, 1998.
Tandy Corporation
By: /s/Dwain H. Hughes
Dwain H. Hughes
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement has been signed below by the
following persons in the capacities indicated on the 11th day of August, 1998.
Signature Title
* Chairman of the Board, Chief
Executive Officer and Director
John V. Roach (Principal Executive Officer)
/s/ Dwain H. Hughes Senior Vice President and
Dwain H. Hughes Chief Financial Officer
(Principal Financial Officer)
* Vice President and
Richard L. Ramsey Controller (Principal
Accounting Officer)
* Director
James I. Cash, Jr.
* Director
Ronald E. Elmquist
* Director
Lewis F. Kornfeld, Jr.
* Director
Jack L. Messman
* Director
William G. Morton, Jr.
/s/ Dwain H. Hughes
By Dwain H. Hughes
Attorney-In-Fact
* Director
Thomas G. Plaskett
* Director
Leonard H. Roberts
* Director
Alfred J. Stein
* Director
William E. Tucker
* Director
John A. Wilson
* Director
Edwina D. Woodbury
/s/ Dwain H. Hughes
By Dwain H. Hughes
Attorney-In-Fact
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
5.1 Legal Opinion of Mark C. Hill, Esq.*
23.1 Consent of Accountants*
23.2 Consent of Mark C. Hill, Esq. (included in opinion
filed as Exhibit 5).*
24.1 Power of Attorney*
- -------------
*Previously filed.
