SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 20, 1999 (Date of earliest event reported)
May 21, 1999 (Date of Report)
TANDY CORPORATION
(Exact name of registrant as specified in charter)
Delaware 1-5571 75-1047710
State or other (Commission (IRS Employer
Jurisdiction of File Number Identification No.)
Incorporation)
100 Throckmorton Street Suite 1800, Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
Registran's telephone number, including area code (817) 415-3700
Item 5. OTHER EVENTS
The text of a press release issued by Tandy Corporation (the "Company") on
May 21, 1999 is set forth below:
Tandy Corporation Announces the Next Step in Home Connectivity Strategy
Tandy Agrees to Acquire Amerilink Corporation: an Established, Profitable
Installer of Cable, Telephony and High-Speed Bandwidth Products
Fort Worth, Texas -- Tandy Corporation (NYSE: TAN) announced today that the
Company has entered into a definitive agreement to acquire Amerilink Corporation
(NASDAQ: ALNK) in an all-stock transaction. Amerilink, a consistently profitable
company based in Columbus, Ohio, designs, constructs, installs and maintains
cabling systems for the transmission of video, voice and data, primarily for
home use. Established in 1971, Amerilink provides service on a national basis to
cable television operators, telecommunications providers, competitive local
exchange carriers ("CLEC"), direct broadcast satellite providers and users of
local area network ("LAN") systems. Amerilink's national customer base is
supported with regional offices located throughout the country, servicing
customers in all 50 states.
"This acquisition possesses exceptional synergistic opportunities and
profit growth for both Tandy/RadioShack and Amerilink. We see the acquisition as
another significant step in our progression toward becoming America's Home
Connectivity Store," stated Chairman and CEO Tandy Corporation/RadioShack Len
Roberts. "Tandy has a strong commitment to continue servicing Amerilink's
current customers, and therefore, it will be business as usual. Amerilink's
experienced management expertise will help us test various approaches to
installation, including franchising, as we bundle installation service with our
powerful technology product and service offerings. Americans will now be able to
get service and products like NorthPoint's high speed bandwidth digital
subscriber line ("DSL"); RCA's digital entertainment products, including cable
modems and digital satellite systems; and Compaq Computers as they become
available in their neighborhood RadioShack store," continued Mr. Roberts.
Tandy will acquire 100% of Amerilink's common stock at an exchange ratio
designed to reflect $15.60 per share of Amerilink's stock in a tax-free exchange
for Tandy stock. Total value of the transaction is approximately $75 million.
Shareholders representing 41% of Amerilink have already agreed to support the
merger. Amerilink has approximately 4.8 million shares outstanding on a fully
diluted basis.
Amerilink Chairman and CEO Larry Linhart stated, "Demand for our type of
services from service providers should be stimulated by the tremendous rise in
the use of cable modems and direct broadcast satellite. Also, the cable industry
will continue to require our type of services to upgrade their infrastructure,
including the connection to customers' homes. RadioShack adds to our growth
potential with its strengths in direct broadcast satellite, telephone and high
speed bandwidth, all of which are significantly complimentary to our experience
and core competency. The merger of RadioShack's selling expertise, coupled with
Amerilink's exceptional installation capabilities, truly gives the RadioShack
chain an extraordinary competitive edge."
Amerilink currently completes approximately 10 to 15 thousand installations
weekly. Residential installations account for 67% of the revenues, and
commercial installations make up the remaining 33%. Amerilink has approximately
500 employees and also uses independent contractors who have their own equipment
and vehicles.
Amerilink has announced earnings for the year ended March 31, 1999 of $0.28
per share on sales of $65.2 million, and operating cash flow of $5.7 million.
Going forward, the transaction is not expected to be dilutive to Tandy's
earnings. The transaction will be accounted for as a "purchase" by Tandy.
Pending government and Amerilink shareholder approvals, the transaction is
anticipated to close late August 1999. The results of operations of Amerilink,
which will conduct business as a wholly-owned subsidiary of Tandy/RadioShack,
will be included in the Company's financial results starting from the date of
closing.
"Looking forward, we have been clear about our strategic vision of becoming
the primary provider of home connectivity and earning additional recurring
residual revenue streams. As technologies continue to evolve, we expect to
leverage RadioShack's unique expertise in accelerating adoption rates of new
products and services into additional strategic partnerships with companies that
provide exciting technological solutions to deliver high speed digital voice,
data, and video to the home and small businesses," commented Mr. Roberts.
"Installation capability will assist us in developing additional strategic
partnerships as well as tying RadioShack closer to the customer. The
telecommunications, home entertainment, and computer industries are advancing at
a phenomenal rate. Driven by the Internet, more and more households and small
businesses across America will be demanding high speed Internet access,
movies-on-demand, and exciting new developments still to come, like videophones.
What we are about to see is a whole new era in connectivity as the digital
revolution explodes."
Tandy Corporation/RadioShack is the natio's largest consumer electronics
chain and one of the most trusted electronics retailers in the United States.
With more than 7,000 stores and dealers, RadioShack sells more wireless
telephones, telecommunications products and electronic parts and accessories
than any other retailer. It is estimated that 94 percent of Americans live or
work within five minutes of a RadioShack store or dealer. For more information,
visit Tandy Corporation/RadioShack web sites at www.tandy.com and
www.radioshack.com.
Statements made in this press release which are forward-looking statements
involve risks and uncertainties and are indicated by words such as
"anticipated," "could," "plans," "goals" and other similar words or phrases.
These uncertainties include, but are not limited to, economic conditions,
product demand, applicable shareholder and regulatory approvals, competitive
products and pricing, availability of products, real estate market fluctuations
and other risks indicated in filings with the Securities and Exchange Commission
such as Tandy's most recent Form 10-K and 10-Q.
END OF TEXT OF PRESS RELEASE
In the press release set forth above, the Company makes certain
forward-looking statements. These statements are based on the Company's current
expectations and are subject to a number of risks and uncertainties that could
cause actual results in the future to differ significantly from results
expressed or implied in any forward-looking statements made by or on behalf of
the Company. These risks and uncertainties include uncertainties regarding the
extent of consumer demand for digital products and services, the ability of the
Company to enter into strategic acquisitions and alliances and to execute
related business plans, and the risks associated with these plans. Additional
risks are set forth in more detail in the Company's Annual Report on Form 10-K
for the year ended December 31, 1998, the Company's Quarterly Report on Form
10-Q for the calendar quarter ended March 31, 1999 and the Company's Current
Report on Form 8-K dated May 14, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized this 24 th day of May, 1999.
TANDY CORPORATION
(Registrant)
Date May24, 1999 /s/
Mark C. Hill
Senior Vice President, Corporate Secretary
and General Counsel
