FORM 8-A/A
(Amendment No. 2)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TANDYCRAFTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 75-1475224
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1400 Everman Parkway, Fort Worth, Texas 76140
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become
pursuant to the General Instruction effective simultaneously with the
A(c)(1) please check the following effectiveness of a concurrent
box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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Rights to Purchase Common Stock, New York Stock Exchange
$1.00 Par Value
None
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(Title of Class)
ITEM 1. Description of Registrant's Securities to be Registered.
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As of November 21, 2000, the Registrant amended its Rights Agreement
between the Registrant and First Chicago Trust Company of New York, as rights
agent (the "Rights Agreement"), to exempt certain persons from the definition of
"Acquiring Person" in the Rights Agreement. The amendment to the Rights
Agreement adds a new exception, for an "Exempt Person," to the "Acquiring
Person" definition in the Rights Agreement. An Exempt Person is defined to
include Steel Partners II, L.P., Warren G. Lichtenstein, Mark E. Schwarz and
Newcastle Partners, L.P., but only to the extent that such parties and their
affiliates do not become beneficial owners of more than 1,924,300 shares of the
common stock of the Registrant (subject to adjustments, as specified in the
amendment to the Rights Agreement) as a result of any market purchases or any
tender or exchange offers.
This summary description of the amendment to the Rights Agreement does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement Amendment, which is included as Exhibit 4.1 to this
registration statement and is incorporated herein by reference.
ITEM 2. Exhibits.
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4.1 Amendment to Rights Agreement, dated as of November 21, 2000, between
Tandycrafts, Inc. and First Chicago Trust Company of New York, as
Rights Agent.
SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
TANDYCRAFTS, INC.
By:/s/ Russell L. Price
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Russell L. Price
General Counsel
Dated: November 29, 2000
EXHIBIT INDEX
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Exhibit No. Description
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4.1 Amendment to Rights Agreement
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as of
November 21, 2000, is between TANDYCRAFTS, INC., a Delaware corporation (the
"Company"), and FIRST CHICAGO TRUST COMPANY OF NEW YORK, as rights agent (the
"Rights Agent").
WITNESSETH
WHEREAS, the Company and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a
New Jersey limited liability company, a predecessor to the Rights Agent, entered
into a Rights Agreement dated as of May 19, 1997 (the "Rights Agreement").
WHEREAS, the Rights Agent has accepted assignment of the Rights
Agreement and has agreed to assume each and every right, duty, obligation and
interest of ChaseMellon Shareholder Services, L.L.C. under the Rights Agreement.
WHEREAS, concurrently with the execution hereof, the Company has
entered into a Settlement Agreement, dated as of November 21, 2000, by and among
Tandycrafts, Inc., a Delaware corporation (the "Company"), R.E. Cox, III
("Cox"), Sheldon Stein ("Stein"), Michael J. Walsh ("Walsh"), Jack Kahl
("Kahl"), Colon Washburn ("Washburn") and Joe K. Pace ("Pace") (collectively,
the Company, Cox, Stein, Walsh, Kahl, Washburn and Pace, are referred to herein
as the "Tandycrafts Parties"), Steel Partners II, L.P., a Delaware limited
partnership ("Steel"), Warren G. Lichtenstein ("Lichtenstein"), Steven Wolosky
("Wolosky"), Mark E. Schwarz ("Schwarz"), James R. Henderson ("Henderson"), Glen
Kassan ("Kassan"), Harold Smith ("Smith"), Newcastle Partners, L.P., a Texas
limited partnership ("Newcastle"), and The Tandycrafts Full Value Committee
(collectively, Steel, Lichtenstein, Wolosky, Schwarz, Henderson, Kassan, Smith,
Newcastle and the Full Value Committee are referred to herein as the "Steel
Parties"); and
WHEREAS, the Board of Directors of the Company has approved,
authorized and adopted the Settlement Agreement and the transactions
contemplated thereby; and
WHEREAS, Section 27 of the Rights Agreement permits the amendment of
the Rights Agreement by the Board of Directors of the Company;
WHEREAS, pursuant to a resolution duly adopted on November 17, 2000,
the Board of Directors of the Company has adopted and authorized the amendment
of the Rights Agreement to amend the definition of "Acquiring Person";
WHEREAS, the Board of Directors of the Company has resolved and
determined that such amendment is desirable and consistent with, and for the
purpose of fulfilling, the objectives of the Board of Directors in connection
with the original adoption of the Rights Agreement;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. AMENDMENT OF SECTION 1.
Section 1(b) of the Rights Agreement is hereby amended in its entirety
to read as follows:
(b) "Acquiring Person" means any Person that, together with all
Affiliates and Associates of such Person, is the Beneficial Owner of
15% or more of the shares of Common Stock then outstanding, but does
not include (i) the Company; (ii) any Subsidiary of the Company;
(iii) any employee benefit plan of the Company or of any Subsidiary of
the Company; (iv) any Person organized, appointed or established by
the Company for or pursuant to the terms of any such plan; (v) any
person that becomes an Acquiring Person pursuant to a Permitted
Transaction; (vi) any Person that has become an Acquiring Person
inadvertently and, within five Business Days of being requested by the
Company to advise it regarding the same, certifies to the Company that
such Person acquired beneficial ownership of shares of Common Stock in
excess of 14.9% inadvertently or without knowledge of the terms of the
Rights and such certification is accepted as true by a Requisite
Majority acting in good faith, and such Person divests as promptly as
practicable a sufficient amount of Common Stock so that such Person
would no longer hold in excess of 14.9% of the Common Stock then
outstanding; (vii) any Person that becomes an Acquiring Person solely
as a result of a reduction in the number of outstanding shares of
Common Stock in a transaction that is approved by a Requisite
Majority, provided that such Person will immediately be an Acquiring
Person in the event such Person thereafter acquires any additional
shares of Common Stock (other than as a result of a stock split or
stock dividend) while the Beneficial Owner of 15% or more of the
shares of Common Stock then outstanding; and (viii) an Exempt Person,
as defined below.
"Exempt Person" shall mean Steel Partners II, L.P., a Delaware
limited partnership, Warren G. Lichtenstein, Mark E. Schwarz and
Newcastle Partners, L.P., a Texas limited partnership, (collectively,
together with their Affiliates and Associates, the "Steel Parties"),
but only to the extent that the Steel Parties are the Beneficial
Owners of not more than 1,924,300 shares of the Common Stock
(calculated as of the date of this Amendment and as may be adjusted
after the date hereof for stock dividends, stock splits and other
reclassifications or recapitalizations); provided however, that Steel
Parties shall cease to be an Exempt Person and shall become an
Acquiring Person in the event the Steel Parties shall have
(A) acquired Beneficial Ownership of more than 1,924,300 shares of
Common Stock or (B) commenced, or announced an intention to commence,
a tender or exchange offer upon successful consummation of which Steel
Parties would be the Beneficial Owner of more than 1,924,300 shares of
Common (calculated as of the date of this Amendment and as may be
adjusted after the date hereof for stock dividends, stock splits and
other reclassifications or recapitalizations) (irrespective of whether
any shares are actually purchased pursuant to any such offer).
2. EFFECTIVENESS.
This Amendment to the Rights Agreement shall be effective as of the
date of this Amendment, and all references to the Rights Agreement shall, from
and after such time, be deemed to be references to the Rights Agreement as
amended hereby.
3. CERTIFICATION.
The undersigned officer of the Company certifies by execution hereof
that this Amendment is in compliance with the terms of Section 27 of the Rights
Agreement.
4. MISCELLANEOUS.
This Amendment may be executed in any number of counterparts, each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument. If
any term, provision, covenant or restriction of this Amendment is held by a
court of competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
TANDYCRAFTS, INC.
By: __________________________________________
Name:
Title:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: __________________________________________
Name:
Title:
