UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TANDYCRAFTS, INC.
_________________________________________________________________
(Name of Issuer)
Common Stock, $1.00 par value
_________________________________________________________________
(Title of Class of Securities
875386104
____________________________
(CUSIP Number)
Brent D. Baird
1350 One M&T Plaza
Buffalo, New York 14203 (Phone: (716) 849-1484)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 20, 1999
_______________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box __.
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 875386104
1. Name of Reporting Person
SS or Identification No. of above person (optional)
First Carolina Investors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 601,011
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
601,011
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
601,011
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.003%
14. TYPE OF REPORTING PERSON*
CO, IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 875386104
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Aries Hill Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 15,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
15,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.125%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 875386104
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Brent D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 20,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
20,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.167%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
(a) Title and Class of Security:
Tandycrafts, Inc. (the "Issuer")
Common Stock, $1.00 par value ("the Shares")
(b) Name of Issuer and Address of Issuer's Principal Executive
Offices:
Tandycrafts, Inc.
1400 Everman Parkway
Fort Worth, TX 76140
ITEM 2. IDENTITY AND BACKGROUND.
(1) FIRST CAROLINA INVESTORS, INC.
State of organization: Delaware
Principal Business: Closed-end non-diversified
management investment company
Address: P.O. Box 33607
Charlotte, North Carolina 28233-3607
Directors: H. Thomas Webb, III
Brent D. Baird
Bruce C. Baird
Patrick W.E. Hodgson
Theodore E. Dann, Jr.
James E. Traynor
Executive H. Thomas Webb, III - President
Officers: Brent D. Baird - Chairman of the Board
Bruce C. Baird - Vice President
Secretary
Treasurer
(d) No
(e) No
Information on Individual Directors and Executive Officers pursuant to
Instruction C:
(a) H. Thomas Webb, III
(b) 535 Hungerford Place, Charlotte, NC 28207
(c) Senior Vice-president, Crescent Resources, Inc.
(d) No
(e) No
(f) U.S.A.
(a) Brent D. Baird
(b) 17 Tudor Place, Buffalo, New York 14222
(c) Private Investor,
1350 One M&T Plaza, Buffalo, New York 14203
(d) No
(e) No
(f) U.S.A.
(a) Bruce C. Baird
(b) 331 Lincoln Parkway, Buffalo, New York 14216
(c) President, Belmont Management Co., Inc.
215 Broadway, Buffalo, New York 14204
(d) No
(e) No
(f) U.S.A.
(a) Patrick W.E. Hodgson
(b) 60 Bedford Road, Toronto,
Ontario M5R 2K2
(c) President, Cinnamon Investments Limited,
60 Bedford Road, Toronto, Ontario M5R 2K2
(d) No
(e) No
(f) Canada
(a) Theodore E. Dann, Jr.
(b) 540 Mill Road, East Aurora, New York 14052
(c) President, Buffalo Technologies Corp.
750 East Ferry, Buffalo, New York 14211
(d) No
(e) No
(f) U.S.A.
(a) James E. Traynor
(b) One Peach Lane, Fort Mill, South Carolina 29715
(c) President, Clear Springs Development Co., LLC
(d) No
(e) No
(f) U.S.A.
(2) ARIES HILL CORP.
State of organization: New York
Principal Business: Private holding company
Address: 1350 One M&T Plaza, Buffalo, N.Y. 14203
Shareholders: Various members of the Baird family. No individual
family member has a controlling interest.
Directors: Brent D. Baird, Bruce C. Baird, Brian D. Baird
Officers: Brent D. Baird - President;
Bruce C. Baird - Vice President;
Brian D. Baird - Secretary and Treasurer
Information on Individual Directors and Officers pursuant to
Instruction C:
(a) Brent D. Baird
(b) 17 Tudor Place, Buffalo, New York 14222
(c) Private Investor,
1350 One M&T Plaza, Buffalo, New York 14203
(d) No
(e) No
(f) U.S.A.
(a) Bruce C. Baird
(b) 331 Lincoln Parkway, Buffalo, New York 14216
(c) President, Belmont Management Co., Inc.
215 Broadway, Buffalo, New York 14204
(d) No
(e) No
(f) U.S.A.
(a) Brian D. Baird
(b) 300 Woodbridge Avenue, Buffalo, New York 14214
(c) Attorney, Kavinoky & Cook
120 Delaware Avenue, Buffalo, New York 14202
(d) No
(e) No
(f) U.S.A.
(3) BRENT D. BAIRD
(a) Brent D. Baird
(b) 17 Tudor Place, Buffalo, New York 14222
(c) Private Investor,
1350 One M&T Plaza, Buffalo, New York 14203
(d) No
(e) No
(f) U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The sources of funds used for the purchases of Shares by First
Carolina Investors, Inc. and Aries Hill Corp. were the Reporting
Person's respective working capital. The source of funds used for the
purchase of Shares by Brent D. Baird was his personal funds. The
Reporting Persons did not borrow any funds to acquire the Shares. The
amounts of funds (does not include commissions) paid for the Shares by
the Reporting Persons are as follows:
First Carolina Investors $ 1,934,837
Aries Hill Corp. $ 33,438
Brent D. Baird $ 43,750
ITEM 4. PURPOSE OF TRANSACTION.
The Shares have been acquired by the Reporting Persons for investment
purposes. The Reporting Persons intend to continue to
evaluate their investment in the Shares. The Reporting Persons may
make additional purchases or may sell the Shares in open market or in
private negotiated transactions. Any such purchase or sale will
depend upon their evaluation of their investment, upon the amounts and
prices of available Shares, and upon other relevant circumstances.
The Reporting Persons have no present plans or proposals which relate
to or would result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(b) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(c) Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(d) Any material change in the present capitalization or
dividend policy of the Issuer;
(e) Any other material change in the Issuer's business or
corporate structure;
(f) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(g) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(h) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(i) Any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person hereby report beneficial
ownership, in the manner hereinafter described, of
636,011 Shares of the Issuer:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
<S> <C> <C>
First Carolina Investors, 601,011 5.003%
Inc.
Aries Hill Corp. 15,000 0.125%
Brent D. Baird 20,000 0.167%
______ ______
TOTAL 636,011 5.295%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 12,012,112 Shares.
In the Issuer's Form 10-Q for the quarter ended March 31,
1999, the Issuer reported that the number of Shares
outstanding as of April 30, 1999 is 12,012,112 Shares.
(b) The Reporting Person has sole voting and sole dispositive
power over the Shares enumerated in paragraph (a).
(c) The following purchases of the Shares were effected during
the past sixty days:
<TABLE>
<CAPTION>
Price/Share
(in Dollars
Commissions
Purchase In The Number of not Transaction
Name Of Date Shares included) Made Through
<S> <C> <C> <C> <C>
First Carolina 6/2/99 10,000 3.4438 Robotti & Co.
Investors 6/3/99 2,000 3.4375 Robotti & Co.
6/4/99 25,000 3.375 Robotti & Co.
6/8/99 20,000 3.4688 Robotti & Co.
6/9/99 6,900 3.4656 Robotti & Co.
6/11/99 10,000 3.375 Robotti & Co.
6/14/99 14,400 3.375 Robotti & Co.
6/15/99 17,400 3.375 Robotti & Co.
6/17/99 53,561 3.4142 Robotti & Co.
6/21/99 500 3.375 Robotti & Co.
6/22/99 10,000 3.4375 Robotti & Co.
6/25/99 38,000 3.4063 Robotti & Co.
6/28/99 20,000 3.375 Robotti & Co.
6/29/99 15,000 3.4375 Robotti & Co.
7/7/99 20,800 3.4201 Robotti & Co.
7/13/99 32,450 3.4375 Robotti & Co.
7/14/99 10,000 3.375 Robotti & Co.
7/16/99 10,000 3.375 Robotti & Co.
7/20/99 180,000 3.125 Robotti & Co.
</TABLE>
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
not applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
DATED this 27th day of July, 1999.
First Carolina Investors, Inc.
By: s/Brent D. Baird
Brent D. Baird, Chairman
Aries Hill Corp.
By: s/Brian D. Baird
Brian D. Baird, Secretary
s/Brent D. Baird
Brent D. Baird
