TANDYCRAFTS, INC.
1400 EVERMAN PARKWAY
FORT WORTH, TEXAS 76140
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Tandycrafts, Inc.
The Annual Meeting of Stockholders of Tandycrafts, Inc. will be held on
Wednesday, November 8, 1995 at 9:30 a.m., Central Time, at the Holiday Inn South
Conference Center, located at 100 East Alta Mesa Boulevard, Fort Worth, Texas
76140, for the following purposes:
(1) To elect directors to serve for the ensuing year and until successors
are duly elected; and
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The transfer books will not be closed. The date fixed by the Board of
Directors as the record date for the determination of the stockholders entitled
to notice and to vote at the Annual Meeting is the close of business on
September 8, 1995.
By order of the Board of Directors,
/s/ Michael J. Walsh
Michael J. Walsh
Executive Vice President,
Chief Financial Officer,
General Counsel and Secretary
Fort Worth, Texas
October 3, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
TANDYCRAFTS, INC.
1400 EVERMAN PARKWAY
FORT WORTH, TEXAS 76140
PROXY STATEMENT
SOLICITATION OF PROXY AND REVOCABILITY OF PROXY
This Proxy Statement is furnished to the stockholders of Tandycrafts, Inc.,
a Delaware Corporation (the "Corporation"), in connection with the solicitation
by the Board of Directors of the Corporation (the "Board") of proxies for use at
the Annual Meeting of Stockholders to be held on November 8, 1995, or any
adjournment thereof (the "Annual Meeting"). This Proxy Statement and the
enclosed proxy card were first sent to the stockholders of the Corporation on or
about October 3, 1995.
The cost of preparing, assembling and mailing this Proxy Statement, Notice
of the Annual Meeting and the enclosed Proxy, is to be borne by the Corporation.
In addition to the solicitation of Proxies by use of the mails, the Corporation
may utilize the services of some of its officers and regular employees (who will
receive no compensation therefor in addition to their regular salaries) to
solicit proxies personally and by telephone or other means of communication.
The Corporation may request banks, brokers and other custodians, nominees and
fiduciaries to forward copies of the proxy materials to their principals, and
will reimburse such persons for their reasonable expenses in so doing.
Giving the Proxy will not in any way affect the stockholder's right to
attend the meeting and to vote in person, or his or her right to revoke the
Proxy at any time before it is exercised, by giving written notice of revocation
to the Secretary of the Corporation prior to or at the meeting at the above
address.
RECORD DATE AND VOTING SECURITIES
Only holders of the Corporation's $1.00 par value common stock (the "Common
Stock") of record as of the close of business on September 8, 1995, will be
entitled to vote on matters presented at the meeting. At the close of business
on that date there were outstanding 11,733,078 shares of Common Stock, with each
share having one vote on each matter to be acted upon at the meeting.
The presence in person or by proxy of the holders of a majority of the
Corporation's outstanding shares of Common Stock will constitute a quorum. The
affirmative vote of a plurality of the shares represented at the Annual Meeting,
in person or by proxy, will be necessary for the election of directors. The
affirmative vote of a majority of the shares represented at the Annual Meeting,
in person or by proxy, will be necessary to approve and for the taking of all
other actions which may properly come before the Annual Meeting.
All shares of Common Stock represented by properly executed Proxies will be
voted at the Annual Meeting in accordance with the directions marked on the
Proxies, unless the Proxies have previously been revoked. If no directions are
indicated on the Proxies, they will be voted "For" each of the proposals before
the Annual Meeting. If any other matters are properly presented at the Annual
Meeting for action, which is not presently anticipated, the Proxy holders will
vote the Proxies (which confer discretionary authority upon the holder to vote
on such matters) in accordance with their best judgment. Any stockholder
present (including a holder whose shares are deemed present by a broker non-
vote) at the Annual Meeting, but who abstains from voting, will be counted as
present for purposes of determining whether a quorum exists. With respect to
all matters other than the election of directors, an abstention (or broker non-
vote) has the same effect as a vote against the proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information based upon the records of the
Corporation and filings with the Securities and Exchange Commission as of
September 1, 1995, with respect to the ownership of the Corporation's Common
Stock by each person known to be the beneficial owner of more than five percent
(5%) of the outstanding Common Stock of the Corporation, each director and
nominee, each executive officer named in the Summary Compensation Table and the
total shares owned by all directors and executive officers as a group.
AMOUNT AND
NATURE
NAME AND ADDRESS OF OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP(1) CLASS
- ------------------------------------------------- ------------ -----------
B. Franklin Bigger 153,688(2) 1.31%
R.E. Cox, III 46,700(3) *
Joe K. Pace 42,300(4) *
Jerry L. Roy 198,844(5) 1.69%
Robert Schutts 151,836(6) 1.29%
Carol Smith 29,292(7) *
Michael J. Walsh 162,323(8) 1.38%
Jim D. Schultz 40,012(9) *
Jim D. Allen 13,250(10) *
All Executive Officers and Directors as a group
(9 persons) 838,245(11) 7.14%
Tandycrafts Investment Plan 261,447 2.23%
Tandycrafts, Inc. Employee Stock Ownership Plan 4,123,656(12) 35.15%
- -----------------
(1) Shares are deemed to be "beneficially owned" by a person if such person,
directly or indirectly, has or shares (i) the power to vote or direct the
voting of such shares, or (ii) the power to dispose or direct the
disposition of such shares. In addition, a person is deemed to
beneficially own any shares for which voting or investment power may be
acquired within 60 days pursuant to options or other rights.
(2) Includes 52,749 shares held by the Tandycrafts, Inc. Employee Stock
Ownership Plan (the "ESOP"), over which Mr. Bigger has voting power but not
investment power, and 2,675 shares in the ESOP Benefit Restoration Plan.
Also includes 28,000 exercisable shares under option granted pursuant to
Tandycrafts, Inc. 1992 Stock Option Plan.
(3) Includes 40,000 exercisable shares under option granted pursuant to
Tandycrafts, Inc. 1992 Director Stock Option Plan.
(4) Includes 40,000 exercisable shares under option granted pursuant to
Tandycrafts, Inc. 1992 Director Stock Option Plan.
(5) Includes 48,247 shares held by the Corporation's ESOP, over which Mr. Roy
has voting power but not investment power and 5,867 in the ESOP Benefit
Restoration Plan. Also includes 2,941 shares owned by Mr. Roy's spouse and
daughter and 56,000 exercisable shares under option granted pursuant to
Tandycrafts, Inc. 1992 Stock Option Plan.
(6) Includes 40,000 exercisable shares under option granted pursuant to
Tandycrafts, Inc. 1992 Director Stock Option Plan.
(7) Includes 7,743 shares held by the Corporation's ESOP, over which Mrs. Smith
has voting power but not investment power. Also includes 14,153 shares
held by the Corporation's ESOP in the name of Mrs. Smith's spouse.
Includes 4,000 exercisable shares under options granted to Mrs. Smith and
2,400 exercisable shares under options granted to Mrs. Smith's spouse
pursuant to Tandycrafts, Inc. 1992 Stock Option Plan.
(8) Includes 42,795 shares held by the Corporation's ESOP, over which Mr. Walsh
has voting but not investment power and 3,808 shares in the ESOP Benefit
Restoration Plan. Also includes 48,000 exercisable shares under options
granted pursuant to Tandycrafts, Inc. 1992 Stock Option Plan.
(9) Includes 11,334 shares held by the Corporation's ESOP, over which Mr.
Schultz has voting but not investment power and 553 shares in the ESOP
Benefit Restoration Plan. Also includes 21,000 exercisable shares under
options granted pursuant to Tandycrafts, Inc. 1992 Stock Option Plan.
(10) Includes 6,250 shares held by the Corporation's ESOP, over which Mr. Allen
has voting but not investment power. Also includes 7,000 exercisable
shares under option granted pursuant to Tandycrafts, Inc. 1992 Stock Option
Plan.
(11) Excludes an aggregate of 261,447 shares owned by Tandycrafts Investment
Plan of which Messrs. Roy and Walsh have shared investment power and voting
power as members of the Administrative Committee of the Plan.
(12) As of September 1, 1995, a total of 4,123,656 shares of Tandycrafts, Inc.
Common Stock were held in the Corporation's ESOP, which was formed prior to
December 31, 1987 to replace the Tandycrafts Employee Deferred Salary and
Investment Plan which was suspended as of that date. Each participant in
the ESOP is entitled to direct the Trustee with respect to the voting of
the Common Stock allocated to his or her account. If a participant does
not direct the Trustee with respect to the voting of the shares of his or
her account, such shares will be voted in the discretion of the Trustee.
* Less than 1%.
PROPOSAL 1: ELECTION OF DIRECTORS
Seven directors are to be elected at this Annual Meeting to hold office
until the next Annual Meeting of Stockholders and until their successors are
elected and have qualified. It is the intention of the persons named in the
accompanying proxy to vote for the nominees listed below unless authority to do
so is withheld. All nominees have indicated their willingness to serve for the
ensuing term but if any nominee is unable to or should decline to serve as a
director at the date of the Annual Meeting, it is the intention of the persons
named in the Proxy to vote for such other person or persons as they in their
discretion shall determine.
NOMINEES AGE DIRECTOR SINCE
- ---------------------- --- --------------
B. Franklin Bigger 53 1988
R.E. Cox, III 62 1985
Joe K. Pace 50 1986
Jerry L. Roy 53 1988
Robert Schutts 73 1975
Carol Smith 47 1992
Michael J. Walsh 54 1992
MR. BIGGER has served as the Chief Executive Officer of the Frames and Framed
Art division since January 16, 1995. Mr. Bigger served as President of Magee
Company, a division of the Corporation, from 1976 to 1995. Vice President and
General Manager of Magee Company from 1972 to 1976. Mr. Bigger also serves on
the Board of Directors of the Bank of Pocahontas, Pocahontas, Arkansas.
MR. COX has served as Chairman of the Corporation since February, 1992. For
more than the past five years, Mr. Cox has served as President of R.E. Cox
Realty Company, Fort Worth, Texas; the General Partner of Sav-On Development
Company, Fort Worth; the President of Germany's Wholesale Nursery, Inc., Fort
Worth; the Vice President of R.E. Cox Company, Waco, Texas; and has been the
Owner of Ofco Furniture, Fort Worth and of Berry Street Realty, Fort Worth.
From 1977 to 1982, Mr. Cox served as Chairman of the Board of R.E. Cox and
Company Department Stores, Fort Worth. Mr. Cox also serves on the Board of
Millers Group Companies.
MR. PACE has been the President of J.C. Pace Holding Company, Fort Worth, Texas
for over five years. Other business interests include Traders Village, Ltd. in
Dallas/Fort Worth; Trader Village Houston, Inc.; Kimbell, Inc., Fort Worth;
Anderson International Corp., Cleveland, Ohio; W.C. Cantrell Co., Fort Worth;
Automatic Laundry Co., Denver, Colorado; M/System Super Markets, West Texas; TA
Ranch, Saratoga, Wyoming.
MR. ROY has served as President and Chief Executive Officer of the Corporation
since August 1992. Senior Vice President and Chief Operating Officer from 1988
to 1992. President, Tandy Leather Company, a division of the Corporation, from
1986 to 1992. Vice President, Tandycrafts Ltd. Canadian subsidiary, from 1982
to 1984. President, Bona Allen Tannery from 1978 to 1982.
MR. SCHUTTS is Vice President of Royer & Schutts Inc., an office supply and
office furniture company, Fort Worth, Texas for over five years.
MRS. SMITH has served as Operations Manager of Development Association, Inc.,
d/b/a Joshua's Christian Stores, a subsidiary of the Corporation, since November
1990 and in other management positions with the Corporation since July 1985.
MR. WALSH has served as Executive Vice President and Chief Financial Officer of
the Corporation since August 1992 and as General Counsel and Secretary since
1983. He also served as Vice President from 1986 to 1992.
BOARD COMMITTEES
The Board of Directors of the Corporation met ten (10) times during fiscal
year 1995. All Directors were present at each meeting of the Board and each
Committee on which he or she serves except Mr. Cox, who was absent for one
meeting of the Board of Directors.
The Board of Directors has an Audit Committee currently composed of Messrs.
Cox, Pace and Schutts. The Audit Committee is primarily concerned with the
effectiveness of the Corporation's accounting policies and practices, financial
reporting, and internal controls. The Audit Committee reviews and approves the
scope of the annual examination of the books and records of the Corporation and
reviews the findings and recommendations of the outside auditors on completion
of the audit; considers the organization, scope and adequacy of the
Corporation's internal controls function; monitors the extent to which the
Corporation has implemented changes recommended by the independent auditors or
the Audit Committee; and provides over-sight with respect to accounting
principles employed in the Corporation's financial reporting. The Audit
Committee, comprised entirely of non-employee Directors, met two (2) times
during the past fiscal year.
The Board of Directors has a Compensation Committee currently composed of
Mrs. Smith and Messrs. Pace, Roy and Schutts. The principal functions of the
Compensation Committee are to review and make recommendations to the Board of
Directors concerning compensation plans for officers and appointments and
promotions to executive positions at the corporate level. The Compensation
Committee met one (1) time during fiscal year 1995.
The Board of Directors has a Nominating Committee currently composed of
Messrs. Cox, Roy and Schutts. The Nominating Committee reviews and makes
recommendations to the Board of Directors with respect to candidates for
directors of the Corporation, compensation of directors and assignments of
directors to committees of the Board. The Nominating Committee met one time
during fiscal year 1995. Stockholders who wish to suggest nominees for election
at the 1996 Annual Meeting should submit their suggestion in writing to the
Nominating Committee no later than June 3, 1996 to the Secretary of the
Corporation.
DIRECTOR COMPENSATION
For fiscal 1995, directors who were not full time employees of the
Corporation or its subsidiaries were paid an annual retainer of $15,000 and a
fee of $1,000 for each Board meeting and each committee meeting attended ($1,500
per meeting for Chairperson). Employees of Tandycrafts who are also directors
do not receive additional compensation for their services as directors or
committee members. As approved on November 10, 1993, each non-employee director
also received a grant of a stock option for 60,000 shares under the Tandycrafts,
Inc. 1992 Director Stock Option Plan. No stock options were granted to
directors in fiscal year 1995.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Corporation's directors, executive officers, and persons who own more than
10% of the Corporation's Common Stock, to file with the Securities and Exchange
Commission ("SEC") reports of ownership and changes of ownership of the Common
Stock. Directors, executive officers, and greater-than-10% stockholders are
required by SEC regulations to furnish the Corporation with copies of all such
Section 16(a) reports. Based solely on review of the copies of such reports
furnished to the Corporation or written representations, the Corporation
believes that all filing requirements applicable to the Corporation's directors,
executive officers and greater-than-10% stockholders were complied with.
EXECUTIVE COMPENSATION
The following table sets forth a summary of the compensation paid during the
past three fiscal years for services in all capacities to the Corporation and
its subsidiaries of those persons who at June 30, 1995 were the Corporation's
chief executive officer and the four other most highly paid executive officers
of the Corporation whose salary and bonus exceeded $100,000 for the year ended
June 30, 1995.
<TABLE>
<S><C>
SUMMARY COMPENSATION TABLE
LONG-
TERM
COMPEN-
ANNUAL COMPENSATION SATION
------------------------- ----------
OTHER NUMBER OF ALL
NAME AND ANNUAL SECURITIES OTHER
PRINCIPAL FISCAL COMPEN- UNDERLYING COMPEN-
POSITION YEAR SALARY BONUS SATION OPTIONS(4) SATION(5)
- ------------------------------ ------ -------- -------- ------- ----------- ---------
Jerry L. Roy 1995 $157,500 $204,945 (3) -0- $51,406
President and Chief 1994 $150,000 $225,000 (3) 150,000 $40,516
Executive Officer 1993 $114,167 $180,000 (3) 130,000 $24,021
Michael J. Walsh 1995 $131,250 $170,787 (3) -0- $42,119
Executive Vice President 1994 $125,000 $187,500 (3) 130,000 $33,865
and Chief Financial Officer 1993 $ 96,667 $150,000 (3) 110,000 $21,304
Jim D. Schultz (1) 1995 $105,000 $102,472 (3) -0- $25,055
Senior Vice President and 1994 $100,000 $112,500 (3) 65,000 $25,027
Director of Accounting, 1993 $ 37,500 $ 72,500 (3) 40,000 $ 6,703
Finance and MIS
B. Franklin Bigger 1995 $ 80,000 $214,508 (3) -0- $31,808
Director and Chief Executive 1994 $ 80,743 $161,284 (3) 70,000 $33,045
Officer of Frames and 1993 $ 75,769 $183,890 (3) 70,000 $29,120
Framed Art Division
Jim D. Allen(2) 1995 $ 88,200 $ 34,157 (3) -0- $17,445
Vice President and Director 1994 $ 84,000 $ 37,500 (3) 25,000 $13,652
of SEC Reporting 1993 $ 10,833 $ 10,000 (3) 10,000 $ 2,793
</TABLE>
- ---------------
(1) Mr. Schultz, 42, became an employee and executive officer on February 1,
1993. Mr. Schultz resigned effective August 3, 1995.
(2) Mr. Allen, 35, became an employee of the Corporation on May 3, 1993 and an
executive officer on November 10, 1993.
(3) None of the named executive officers received Other Annual Compensation in
excess of the lesser of $50,000 or 10% of combined salary and bonus for
each fiscal year.
(4) No options were granted to the five highest paid executive officers during
fiscal year 1995. Totals for fiscal year 1994 include options granted
during fiscal year 1993 but repriced during fiscal year 1994. Options
granted during fiscal year 1994 are as follows: 20,000 to Mr. Roy, 20,000
to Mr. Walsh, 25,000 to Mr. Schultz and 15,000 to Mr. Allen.
(5) Consists of contributions to the Employee Stock Ownership Plan (ESOP) by
the Corporation on behalf of the named executive officers and contributions
to the ESOP Benefit Restoration Plan. The 1994 totals for Messrs. Bigger,
Roy and Walsh have been amended due to certain amendments to the ESOP
Benefit Restoration Plan, as discussed below in the section relating to the
Tandycrafts, Inc. ESOP Benefit Restoration Plan.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee is responsible for developing and implementing a
compensation program that is designed to attract, motivate, reward and retain
the broad-based management talent required to achieve the Corporation's
corporate objectives and increase stockholder value. The Committee believes that
corporate performance and, in turn, stockholder value will be enhanced by a
compensation system which supports and reinforces the Corporation's key
operating and strategic goals while aligning the financial interests of the
Corporation's executive officers with those of the stockholders. For executive
officers, the Corporation relies on an annual incentive program and has created
a stock option program to align the executives' financial interests with those
of stockholders.
The Corporation's compensation program for executive officers consists of a
base salary, an annual incentive bonus program and a stock option program. The
base salary and annual incentive bonus program components of the compensation
program in effect for fiscal 1995 were put in place with the change in executive
management of the Corporation in August 1992. The stock option component of the
compensation program was adopted by the Board of Directors in November 1992 and
approved by the stockholders at the November 10, 1993 Annual Meeting.
Under the current compensation program, the percentage increase in base
salary for executive officers is commensurate with the average annual percentage
wage increase for all employees of the Corporation. The annual incentive bonus
program for executive officers is the principal short-term incentive
compensation program of the Corporation. Cash bonuses are paid following the
conclusion of the Corporation's fiscal year. These cash bonus awards are based
upon the extent to which the Corporation meets or exceeds specified pretax
profit thresholds designated by the Committee at the beginning of the
Corporation's fiscal year. The Committee establishes a threshold, target and
maximum bonus payable for specified levels of pretax profits for each executive
officer. The minimum and maximum bonus amount for each executive officer is
equal to 50% and 150%, respectively, of the target bonus amount. Based on the
Company's performance for fiscal 1995, the bonus amounts included in the Summary
Compensation Table for fiscal 1995 were approximately the target bonus that
could be earned under the plan.
The Corporation's long-term incentive program is a stock option program
under which the Committee reviews and recommends proposed grants of long-term
incentive compensation in the form of stock options. The Committee considers
stock options to be an important means of insuring that executive officers
maintain their incentive to increase the profitability of the Corporation and
the value of its Common Stock. Because the value of stock options is entirely a
function of the value of the Corporation's Common Stock, the Committee believes
that this component of the Corporation's compensation policy aligns the
interests of executive officers with those of the Corporation's stockholders
and will enhance the value of the Common Stock for all stockholders.
The Committee determined the compensation of Jerry L. Roy, Chief Executive
Officer, for the fiscal year ended June 30, 1995 in a manner consistent with the
guidelines described above.
Compensation Committee Joe K. Pace
Jerry L. Roy
Robert Schutts
Carol Smith
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Jerry L. Roy, Chief Executive Officer of the Corporation, and Carol Smith,
Operations Manager of Joshua's Christian Stores, a subsidiary of the
Corporation, serve as members of the Compensation Committee of the Board of
Directors. Mr. Schutts, who serves on the Compensation Committee, is an
indirect beneficiary, individually and as Trustee for his children, through Sav-
On Development Company (a Texas partnership), of two leases between Sav-On,
Inc., a wholly-owned subsidiary of the Corporation, and Sav-On Development
Company.
EMPLOYEE STOCK OWNERSHIP PLAN
Under the Tandycrafts, Inc. Employee Stock Ownership Plan (the "ESOP"), an
employee who has completed 1,000 hours or more of service during the year may
elect to defer 5% of his or her wages as a salary reduction contribution. The
Corporation in turn contributes an amount equal to 200% of the employee's
contribution. All contributions are invested in the form of Common Stock of the
Corporation. Generally, all contributions by the Corporation become 100% vested
and nonforfeitable upon the completion of five (5) years of credited service.
Participation in the Tandycrafts Employee Deferred Salary and Investment Plan
(the "Prior Plan") is counted in determining years of service. Generally, upon
retirement, death or termination of employment, the value of the employee's
account may be paid out in a lump sum, in a combination of cash or securities,
in installments payable generally over a period of five (5) years or may be
deferred until retirement age. Officers and directors who are employees
participate on the same terms as other employees.
TANDYCRAFTS, INC. ESOP BENEFIT RESTORATION PLAN
The Board approved the Tandycrafts, Inc. ESOP Benefit Restoration Plan (the
"Benefit Restoration Plan") during 1993. The Benefit Restoration Plan covers a
select group of the Corporation's management or highly compensated employees
(the "Plan Participants"). The Benefit Restoration Plan restores to certain
Plan Participants benefits lost under the Tandycrafts, Inc. Employee Stock
Ownership Plan because of certain limitations imposed by the Internal Revenue
Code. During the current year, the Benefit Restoration Plan was amended to
become a calendar year plan and to take into account certain changes in the tax
code. The contributions made by the Corporation under the Benefit Restoration
Plan during the fiscal year ended June 30, 1995 for Messrs. Bigger, Roy, Schultz
and Walsh were $8,340, $25,928, $4,847 and $17,790, respectively, and for all
present Plan Participants as a group were $72,603.
STOCK OPTION PLANS
No stock options were granted during the fiscal year ending June 30, 1995
to the Chief Executive Officer or the four other most highly compensated
executive officers. During fiscal year 1995, a total of 77,000 stock options
were granted to employees under the Plan.
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides information relating to the exercise of stock
options by the Chief Executive Officer and the four other most highly
compensated executive officers during the last fiscal year, and the number and
value of exercisable and unexercisable stock options held by such officers at
June 30, 1995.
<TABLE>
<S><C>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY-
OPTIONS AT OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END
SHARES ------------------- -------------------
ACQUIRED VALUE EXER- UNEXER- EXER- UNEXER-
NAME ON EXERCISE REALIZE CISABLE CISABLE(1) CISABLE CISABLE(2)
- ------------------- ----------- ------- ------- ---------- ------- ----------
Jerry L. Roy -0- -0- 56,000 94,000 -0- -0-
Michael J. Walsh -0- -0- 48,000 82,000 -0- -0-
Jim D. Schultz -0- -0- 21,000 44,000(3) -0- -0-
B. Franklin Bigger -0- -0- 28,000 42,000 -0- -0-
Jim D. Allen -0- -0- 7,000 18,000 -0- -0-
</TABLE>
- ----------------
(1) All options were granted on one of the following dates: December 21, 1992,
May 3, 1993, April 20, 1994 and June 1, 1994, and vest ratably over a
five-year period from the date of grant.
(2) Computed as the difference between the option exercise price and $7.75 (the
closing price of the Common Stock at fiscal year-end).
(3) Mr. Schultz's unexercisable shares were forfeited upon his resignation.
TRANSACTIONS WITH MANAGEMENT AND DIRECTORS
Mr. Cox and Mr. Schutts, individually and as Trustee for his children, are
indirect beneficiaries of two leases between Sav-On, Inc. and Sav-On Development
Company (a Texas Partnership). Mr. Cox owns a 50% partnership interest and Mr.
Schutts, individually and as Trustee for his children, owns a 16.67% partnership
interest in Sav-On Development Company. The total rents paid on such leases for
the period of July 1, 1994 through June 30, 1995 were $132,498.44. Mr. Cox, as
sole owner of the Berry Street Realty Company, was an indirect beneficiary of
one other lease with Sav-On, Inc. The total rent paid on such lease for the
period of July 1, 1994 through June 30, 1995 was $63,000. Management is of the
opinion that rents paid for such leases were at least as favorable to the
Corporation as could have been obtained with unrelated parties.
STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return over a
five-year period, assuming $100 invested at June 30, 1990 in each of (i)
Tandycrafts, Inc. Common Stock, (ii) the NYSE Market Value Index, an index of
all companies listed on the New York Stock Exchange and (iii) a peer group
consisting of 40 similarly classified retail companies based on standardized SIC
codes. Total stockholder return is based on the increase in the price of the
Common Stock with dividends reinvested. Total return of the SIC Code Index is
weighted according to market capitalization of each company. The performance
shown in the graph is not necessarily indicative of future performance.
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
Tandycrafts, Inc. $100 $ 78 $104 $356 $267 $153
SIC Code Index $100 $ 90 $ 95 $101 $ 94 $ 91
NYSE Market Value Index $100 $106 $121 $137 $142 $169
INDEPENDENT ACCOUNTANTS
The firm of Price Waterhouse, LLP, which served as independent accountants
for the fiscal year ended June 30, 1995, has been selected by the Board of
Directors to continue as the Corporation's independent accountants for fiscal
1996. Representatives are expected to be present at the meeting with an
opportunity to make a statement and to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1996 Annual
Meeting of Stockholders must be received by the Corporation by June 3, 1996 in
order to be eligible for inclusion in the proxy statement and form of proxy of
the Corporation for that meeting.
OTHER BUSINESS
As of the date of this Proxy Statement, management has no knowledge of any
other business to be presented to the meeting, but if other business is properly
brought before the meeting, the persons named in the Proxy will vote according
to their discretion.
FINANCIAL STATEMENTS
A copy of the 1995 Annual Report of the Corporation containing the audited
financial statements accompanies this Proxy Statement. The Annual Report does
not constitute a part of the proxy solicitation material.
The Company will provide, without charge, to each person to whom a copy of
this proxy statement is delivered, upon the written or oral request of such
person and by first class mail or other equally prompt means within one business
day of receipt of such request, a copy of the annual report on Form 10-K of the
Corporation. Requests should be directed to Shareholder Services, c/o
Tandycrafts, Inc., 1400 Everman Parkway, Fort Worth, Texas 76140.
TANDYCRAFTS, INC.
/s/ Michael J. Walsh
Michael J. Walsh
Executive Vice President,
Chief Financial Officer,
General Counsel and Secretary
Fort Worth, Texas
October 3, 1995
