TANDYCRAFTS INC
SC 13D/A, 2000-10-26
MISCELLANEOUS SHOPPING GOODS STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

                                  SCHEDULE 13D
                                 (RULE 13D-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13D-2(A)

                              (Amendment No. 8)(1)

                                Tandycrafts, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                          COMMON STOCK, $1.00 PAR VALUE
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    875386104
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                              STEVEN WOLOSKY, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                October 20, 2000
--------------------------------------------------------------------------------
             (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  that is the  subject of this  Schedule  13D,  and is
filing this schedule because of Rule 13d-1(e),  13d-1(f) or 13d-1(g),  check the
following box |_|.

         NOTE.  Schedules  filed in paper format shall include a signed original
and five copies of the  schedule,  including  all  exhibits.  SEE Rule 13d-7 for
other parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 44 Pages)
--------
     1   The  remainder  of this cover page shall be filled 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 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>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 2 of 44 Pages
------------------------------               -----------------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                  STEEL PARTNERS II, L.P.
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |_|
                                                                         (b) |_|
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     WC
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     DELAWARE
--------------------------------------------------------------------------------
 NUMBER OF         7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    1,537,100
  OWNED BY
    EACH       -----------------------------------------------------------------
 REPORTING
PERSON WITH
                   8      SHARED VOTING POWER

                                - 0 -
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                1,537,100
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                - 0 -
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     1,537,100
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     12.8%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 3 of 44 Pages
------------------------------               -----------------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                   WARREN LICHTENSTEIN
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |_|
                                                                         (b) |_|
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     OO
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     USA
--------------------------------------------------------------------------------
 NUMBER OF         7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    1,537,100
  OWNED BY
    EACH
 REPORTING     -----------------------------------------------------------------
PERSON WITH
                   8      SHARED VOTING POWER

                                - 0 -
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                1,537,100
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                - 0 -
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     1,537,100
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     12.8%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 4 of 44 Pages
------------------------------               -----------------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                     MARK E. SCHWARZ
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |_|
                                                                         (b) |_|
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     OO
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     USA
--------------------------------------------------------------------------------
 NUMBER OF         7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    264,200
  OWNED BY
    EACH
 REPORTING     -----------------------------------------------------------------
PERSON WITH
                   8      SHARED VOTING POWER

                                - 0 -
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                264,200
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                - 0 -
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     264,200
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     2.2%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 5 of 44 Pages
------------------------------               -----------------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                 NEWCASTLE PARTNERS, L.P.
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |_|
                                                                         (b) |_|
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     WC
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     TEXAS
--------------------------------------------------------------------------------
 NUMBER OF         7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    264,200
  OWNED BY
    EACH
 REPORTING     -----------------------------------------------------------------
PERSON WITH
                   8      SHARED VOTING POWER

                                - 0 -
              ------------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                264,200
              ------------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                - 0 -
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     264,200
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     2.2%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     PN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 6 of 44 Pages
------------------------------               -----------------------------------


================================================================================
      1        NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                    JAMES R. HENDERSON
--------------------------------------------------------------------------------
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |_|
                                                                         (b) |_|
--------------------------------------------------------------------------------
      3        SEC USE ONLY

--------------------------------------------------------------------------------
      4        SOURCE OF FUNDS*
                     OO
--------------------------------------------------------------------------------
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
--------------------------------------------------------------------------------
      6        CITIZENSHIP OR PLACE OF ORGANIZATION

                     USA
--------------------------------------------------------------------------------
  NUMBER OF        7      SOLE VOTING POWER
    SHARES
 BENEFICIALLY                   - 0 -
   OWNED BY
     EACH
  REPORTING    -----------------------------------------------------------------
 PERSON WITH
                   8      SHARED VOTING POWER

                                - 0 -
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                - 0 -
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                - 0 -
--------------------------------------------------------------------------------
      11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     - 0 -
--------------------------------------------------------------------------------
      12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
--------------------------------------------------------------------------------
      13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     0%
--------------------------------------------------------------------------------
      14       TYPE OF REPORTING PERSON*

                     IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 7 of 44 Pages
------------------------------               -----------------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                       GLEN KASSAN
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |_|
                                                                         (b) |_|
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     OO
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     USA
--------------------------------------------------------------------------------
 NUMBER OF         7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    - 0 -
  OWNED BY
    EACH
 REPORTING     -----------------------------------------------------------------
PERSON WITH
                   8      SHARED VOTING POWER

                                - 0 -
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                - 0 -
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                - 0 -
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     - 0 -
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     0%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 8 of 44 Pages
------------------------------               -----------------------------------



================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                       HAROLD SMITH
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |_|
                                                                         (b) |_|
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     OO
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     USA
--------------------------------------------------------------------------------
 NUMBER OF         7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    - 0 -
  OWNED BY
    EACH
 REPORTING     -----------------------------------------------------------------
PERSON WITH
                   8      SHARED VOTING POWER

                                - 0 -
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                - 0 -
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                - 0 -
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     - 0 -
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     0%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 9 of 44 Pages
------------------------------               -----------------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                                      STEVEN WOLOSKY
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |_|
                                                                         (b) |_|
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     OO
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION

                     USA
--------------------------------------------------------------------------------
 NUMBER OF         7      SOLE VOTING POWER
   SHARES
BENEFICIALLY                    - 0 -
  OWNED BY
    EACH
 REPORTING     -----------------------------------------------------------------
PERSON WITH
                   8      SHARED VOTING POWER

                                - 0 -
               -----------------------------------------------------------------
                   9      SOLE DISPOSITIVE POWER

                                - 0 -
               -----------------------------------------------------------------
                  10      SHARED DISPOSITIVE POWER

                                - 0 -
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                     - 0 -
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     0%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     IN
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 10 of 44 Pages
------------------------------               -----------------------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                           THE TANDYCRAFTS FULL VALUE COMMITTEE
--------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) |_|
                                                                         (b) |_|
--------------------------------------------------------------------------------
     3         SEC USE ONLY

--------------------------------------------------------------------------------
     4         SOURCE OF FUNDS*
                     OO
--------------------------------------------------------------------------------
     5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEM 2(d) OR 2(e)                                 |_|
--------------------------------------------------------------------------------
     6         CITIZENSHIP OR PLACE OF ORGANIZATION


--------------------------------------------------------------------------------
 NUMBER OF         7         SOLE VOTING POWER
   SHARES
BENEFICIALLY                              1,801,300
  OWNED BY
    EACH
 REPORTING     -----------------------------------------------------------------
PERSON WITH
                   8         SHARED VOTING POWER

                                          - 0 -
               -----------------------------------------------------------------
                   9         SOLE DISPOSITIVE POWER

                                          1,801,300
               -----------------------------------------------------------------
                  10         SHARED DISPOSITIVE POWER

                                          - 0 -
--------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     1,801,300
--------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
               CERTAIN SHARES*                                               |_|
--------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                     14.8%
--------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

                     OO
================================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 11 of 44 Pages
------------------------------               -----------------------------------


         The following  constitutes  Amendment No. 8 ("Amendment  No. 8") to the
Schedule  13D  filed  by  the  undersigned  (the  "Schedule  13D").   Except  as
specifically  set forth by this  Amendment  No. 8, the Schedule 13D, as amended,
remains in full force and effect.

  Item 4 is amended to add the following paragraphs:

         On October 20, 2000, the Reporting Persons entered into Amendment No. 3
to Joint Filing  Agreement  (the "Amended Joint Filing  Agreement"),  reflecting
their agreement to solicit written  consents from the stockholders of the Issuer
to take the following actions (collectively,  the "Proposal"), without a meeting
of stockholders, as permitted by Delaware law:

                  (1) Remove all of the incumbent members of the Issuers's Board
                  of Directors without cause, including the removal of R.E. Cox,
                  III,  Jack  Kahl,  Sheldon  Stein,  Michael  J.  Walsh,  Colon
                  Washburn,  and any person or  persons  elected to the Board of
                  Directors by the  Directors to fill any vacancy  arising since
                  the last  annual  meeting of  stockholders,  or newly  created
                  directorship; and

                  (2) Fix the number of members of the Board of Directors of the
                  Issuer at five (5); and

                  (3)  Elect  the  Committee's  slate  of  nominees,  Warren  G.
                  Lichtenstein, Mark E. Schwarz, James R. Henderson, Glen Kassan
                  and  Harold  Smith (the  "Slate"),  to the  Issuer's  Board of
                  Directors to fill the newly created  vacancies on the Board of
                  Directors,  and to serve until their respective successors are
                  duly elected and qualified.

         On October  20 2000,  Steel  Partners  II  delivered  to the Issuer its
written  consent in respect of the Proposal.  Approval of the Proposal  requires
the  written  consent of a  majority  of the  holders of Common  Stock as of the
record  date,  which the  Reporting  Persons  believe is October  20,  2000 (the
"Record  Date").  Stockholders  of record as of close of  business on the Record
Date are entitled to one vote for each share of the Issuer (the  "Shares").  The
last day for the submission of written consents to the Issuer under Delaware law
will be December 19, 2000.

         On  October  20,  2000,  the  Committee  filed  a  Preliminary  Consent
Solicitation  Statement with the Commission in order to solicit written consents
from the  stockholders of the Issuer to effectuate the Proposal.  A copy of each
of the Amended Joint Filing Agreement


<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 12 of 44 Pages
------------------------------               -----------------------------------


and the Consent  Solicitation  Statement  are filed as exhibits to this Schedule
13D and incorporated herein by reference.

         Upon filing of a Definitive  Consent  Solicitation  Statement  with the
Commission,  the Committee intends to commence its solicitation of consents from
the  stockholders of the Issuer to elect the  Committee's  Slate to the Board of
Directors of the Issuer.

  The sixth paragraph of Item 4 is amended and restated as follows:

         On September 18, 2000, Steel Partners II filed a complaint in the Court
of  Chancery  of the  State of  Delaware,  New  Castle  County  (the  "Court  of
Chancery"),  which seeks a declaratory judgment that Steel Partners II is not an
"interested  stockholder"  within the  meaning of  Section  203 of the  Delaware
General  Corporation  Law and that Steel Partners II is not an acquiring  person
under the Issuer's Rights Agreement dated May 19, 1997 (the "Rights Agreement").
The complaint also seeks a preliminary and permanent injunction  prohibiting the
Issuer from  declaring a  "distribution  date"  under the Rights  Agreement.  On
October 10, 2000,  the Issuer filed a Notice of Motion and Motion to Dismiss the
complaint  with the Court of Chancery  (the  "Motion").  Briefs  relating to the
Motion have not yet been filed by either party.

  Item 7 is  hereby  amended  to add the  following  items  as  exhibits  to the
Schedule 13D:

                  10.  Amendment  No. 3 to Joint  Filing  Agreement  among Steel
                  Partners II, L.P., Warren  Lichtenstein,  Newcastle  Partners,
                  L.P., Mark Schwarz, James Henderson, Glen Kassan, Harold Smith
                  and Steven Wolosky dated as of October 20, 2000.

                  11. Preliminary Consent Solicitation Statement.




<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 13 of 44 Pages
------------------------------               -----------------------------------


                                   SIGNATURES

                  After reasonable  inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated: October 25, 2000               STEEL PARTNERS II, L.P.

                                      By:  Steel Partners, L.L.C.
                                           General Partner

                                      By: /s/ Warren G. Lichtenstein
                                         ---------------------------------------
                                         Warren G. Lichtenstein
                                         Chief Executive Officer

                                      /s/ Warren G. Lichtenstein
                                      ------------------------------------------
                                      Warren G. Lichtenstein


                                      NEWCASTLE PARTNERS, L.P.

                                      By: /s/ Mark E. Schwarz
                                         ---------------------------------------
                                         Mark E. Schwarz
                                         General Partner

                                       /s/ Mark E. Schwarz
                                      ------------------------------------------
                                      Mark E. Schwarz

                                       /s/ James R. Henderson
                                      ------------------------------------------
                                      James R. Henderson

                                       /s/ Glen Kassan
                                      ------------------------------------------
                                      Glen Kassan

                                       /s/ Harold Smith
                                      ------------------------------------------
                                      Harold Smith

                                       /s/ Steven Wolosky
                                      ------------------------------------------
                                      Steven Wolosky

<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 14 of 44 Pages
------------------------------               -----------------------------------



                                  EXHIBIT INDEX


Exhibit                                                                    Page
-------                                                                    ----
Amendment No. 3 to Joint Filing Agreement                                 15-16
among Steel Partners II, L.P., Warren
Lichtenstein, Newcastle Partners, L.P., Mark
Schwarz, James Henderson, Glen Kassan, Harold
Smith and Steven Wolosky dated as of October 20,
2000.

Preliminary Consent Solicitation Statement.                               17-44




<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 15 of 44 Pages
------------------------------               -----------------------------------


                    AMENDMENT NO. 3 TO JOINT FILING AGREEMENT

                  WHEREAS,  Steel Partners II, L.P.,  Newcastle Partners,  L.P.,
Warren G. Lichtenstein and Mark E. Schwarz (the "Original Parties") entered into
a Joint Filing Agreement dated December 7, 1999 (the "Agreement");

                  WHEREAS,  the Agreement was  subsequently  amended in order to
include James R. Henderson,  Glen Kassan, Harold Smith and Steven Wolosky in the
definition of "Group";

                  WHEREAS,   the  parties  formed  The  Tandycrafts  Full  Value
Committee (the  "Committee")  solely for the purpose of soliciting  proxies from
Tandycrafts'  stockholders  for the election of the  undersigned to Tandycrafts'
Board of Directors at the next annual meeting;

                  WHEREAS,  the parties  desire to  authorize  the  Committee to
solicit written consents from Tandycrafts'  stockholders for the election of the
Committee's slate of nominees,  Warren G. Lichtenstein,  Mark E. Schwarz,  James
Henderson, Glen Kassan, and Harold Smith (the "Slate").

                  NOW,  THEREFORE,  BE IT  RESOLVED,  the  Agreement  is  hereby
amended as follows:

                  1.       The  parties  agree to  authorize  the  Committee  to
                           solicit  written   consents  from  the   Tandycrafts'
                           stockholders   for  the  election  of  the  Slate  to
                           Tandycrafts' Board of Directors.

                  2.       Except  as  amended   hereby,   the   Agreement,   as
                           previously amended, remains in full force and effect.



<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 16 of 44 Pages
------------------------------               -----------------------------------



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to be executed as of October 25, 2000.


                                   STEEL PARTNERS II, L.P.
                                   150 East 52nd Street
                                   New York, NY 10022

                                   By:   Steel Partners, L.L.C.
                                         General Partner

                                   By: /s/ Warren G. Lichtenstein
                                      ------------------------------------------
                                      Warren G. Lichtenstein, Managing Member

                                   /s/ Warren G. Lichtenstein
                                   ---------------------------------------------
                                            Warren G. Lichtenstein

                                   /s/ Mark E. Schwarz
                                   ---------------------------------------------
                                             Mark E. Schwarz

                                   NEWCASTLE PARTNERS, L.P.
                                   4514 Cole Avenue
                                   Suite 600
                                   Dallas, TX 75205

                                   By: /s/ Mark E. Schwarz
                                      ------------------------------------------
                                      Mark E. Schwarz, General Partner

                                   /s/ James R. Henderson
                                   ---------------------------------------------
                                       James R. Henderson

                                   /s/ Glen Kassan
                                   ---------------------------------------------
                                       Glen Kassan

                                   /s/ Harold Smith
                                   ---------------------------------------------
                                       Harold Smith

                                   /s/ Steven Wolosky
                                   ---------------------------------------------
                                       Steven Wolosky



<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 17 of 44 Pages
------------------------------               -----------------------------------


                                  SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. )

Filed by the Registrant o

Filed by a Party other than the Registrant|X|

Check the appropriate box:

         /X/      Preliminary Proxy Statement
         / /      Confidential,  for Use of the Commission Only (as permitted by
                  Rule 14a-6(e)(2))
         / /      Definitive Proxy Statement
         / /      Definitive Additional Materials
         / /      Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or
                  Section 240.14a-12

                               TANDYCRAFTS, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                      THE TANDYCRAFTS FULL VALUE COMMITTEE
                             STEEL PARTNERS II, L.P.
                             WARREN G. LICHTENSTEIN
                                 MARK E. SCHWARZ
                            NEWCASTLE PARTNERS, L.P.
                               JAMES R. HENDERSON
                                   GLEN KASSAN
                                  HAROLD SMITH
--------------------------------------------------------------------------------
                   (Name of Persons(s) Filing Proxy Statement)

         Payment of Filing Fee (Check the appropriate box):

         /X/      No fee required.

         / /      Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
                  and 0-11.

         (1)      Title  of  each  class  of  securities  to  which  transaction
                  applies:

--------------------------------------------------------------------------------



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CUSIP No. 875386104               13D          Page 18 of 44 Pages
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         (2)      Aggregate number of securities to which transaction applies:

--------------------------------------------------------------------------------


         (3)      Per  unit  price  or other  underlying  value  of  transaction
                  computed pursuant to Exchange Act Rule 0-11:

--------------------------------------------------------------------------------


         (4)      Proposed maximum aggregate value of transaction:

--------------------------------------------------------------------------------


         (5)      Total fee paid:
--------------------------------------------------------------------------------


         / /      Fee paid previously with preliminary materials:
--------------------------------------------------------------------------------


         / /      Check  box if any part of the fee is  offset  as  provided  by
Exchange Act Rule  0-11(a)(2)  and identify the filing for which the  offsetting
fee was paid previously.  Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

         (1)      Amount Previously Paid:

--------------------------------------------------------------------------------


         (2)      Form, Schedule or Registration Statement No.:

--------------------------------------------------------------------------------


         (3)      Filing Party:

--------------------------------------------------------------------------------


         (4)      Date Filed:

--------------------------------------------------------------------------------


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CUSIP No. 875386104               13D          Page 19 of 44 Pages
------------------------------               -----------------------------------


                      THE TANDYCRAFTS FULL VALUE COMMITTEE
                        150 East 52nd Street, 21st Floor
                               New York, NY 10022

                                                 October 20, 2000


Dear Tandycrafts Stockholder:

         Through the attached Consent  Solicitation  Statement,  The Tandycrafts
Full Value  Committee (the  "Committee") is providing you with an opportunity to
remove and replace the members of the Board of  Directors of  Tandycrafts,  Inc.
("Tandycrafts")  with the  Committee's  slate of  nominees  (the  "Slate").  All
Tandycrafts  stockholders  are  being  asked to  express  their  consent  to our
proposals  by marking,  signing and dating the  enclosed  BLUE  Consent Card and
returning it in the enclosed, postage-paid envelope, to our solicitor, Mackenzie
Partners, as set forth in the Consent Solicitation Statement.

         If you elect the members of our Slate, they, subject to their fiduciary
duties, will explore alternatives to maximize  stockholder value.  Additionally,
if elected,  the Slate will retain a nationally  recognized  investment  banking
firm to assist in the review and  implementation  of the  alternatives  that the
Slate  believes  will  maximize   stockholder  value  for  all  of  Tandycrafts'
stockholders.

            OUR GOAL IS TO MAXIMIZE THE PRESENT VALUE OF YOUR SHARES

         The  Committee  believes that the current Board of Directors has failed
to provide the management that is necessary to maximize  stockholder  value. The
Committee  believes that  Tandycrafts'  stock price over the past several years,
during one of the greatest  bull markets in history,  demonstrates  the Board of
Directors'   failure  to  create  value  for  its  stockholders.   According  to
information  contained  in  management's  Proxy  Statement  for the 1999  Annual
Meeting of  Stockholders,  during the period from June 30, 1994 through June 30,
1999,  Tandycrafts'  stock price  performance has trailed the Russell 2000 Index
and a peer group index selected by Tandycrafts by a significant  margin.  During
this  period,  the  cumulative  total  returns  for the  Russell  2000 Index was
approximately 103%,  Tandycrafts' peer group index lost approximately 18% of its
value, and Tandycrafts'  stock lost  approximately  73% of its value. On October
19, 2000, Tandycrafts' stock price closed at $1.375 per share.

         The Committee  beneficially  owns  approximately  14.8% of Tandycrafts'
issued and outstanding  shares of common stock (the  "Shares").  As Tandycrafts'
largest stockholder, the Committee has a vested interest in maximizing the value
of the Shares.  In  considering  who is best capable of  maximizing  value,  the
Committee  shares the frustration of Tandycrafts'  stockholders in the inability
of the Board of Directors to maximize  stockholder value. The Committee believes
that the removal of the existing  Board of  Directors,  without  cause,  and the
election of the Slate represents the best means for Tandycrafts' stockholders to
maximize the value of their Shares.



<PAGE>
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CUSIP No. 875386104               13D          Page 20 of 44 Pages
------------------------------               -----------------------------------


            THE COMMITTEE CAN ONLY IMPLEMENT ITS PLAN WITH YOUR HELP

         The Committee  believes it can increase  stockholder value by providing
better management of the Tandycrafts businesses.  The Committee is asking you to
replace current  directors R.E. Cox, III, Jack Kahl,  Sheldon Stein,  Michael J.
Walsh,  Colon  Washburn,  and any  person  or  persons  elected  to the Board of
Directors  by the  Directors to fill any vacancy  arising  since the last annual
meeting  of  stockholders,  or  newly  created  directorship,   with  Warren  G.
Lichtenstein, Mark E. Schwarz, James R. Henderson, Glen Kassan and Harold Smith.
A  biographical  sketch of each  member of the Slate is  included in the Consent
Solicitation Statement for your review.

         The Committee  urges you to take advantage of this  opportunity to make
these changes in the Board of Directors for the betterment of Tandycrafts. If we
fail in this effort, there may not be another opportunity.

         Please mark, sign, date and return your BLUE Consent Card today.

                                   Sincerely,



                                   THE TANDYCRAFTS FULL VALUE COMMITTEE







<PAGE>
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CUSIP No. 875386104               13D          Page 21 of 44 Pages
------------------------------               -----------------------------------



                     PRELIMINARY COPY SUBJECT TO COMPLETION
                             DATED OCTOBER 20, 2000


                         CONSENT SOLICITATION STATEMENT
                                       OF
                      THE TANDYCRAFTS FULL VALUE COMMITTEE

         Steel  Partners  II, L.P. is the largest  stockholder  of  Tandycrafts,
Inc., a Delaware  corporation (the  "Company"),  and a member of The Tandycrafts
Full Value  Committee  (the  "Committee").  The  Committee  is writing to you in
connection with the election of directors to the Company's Board of Directors at
the next annual  meeting of  stockholders.  As  disclosed in  preliminary  proxy
material filed by the Committee with the Securities and Exchange Commission (the
"SEC") on October 5, 2000, the Committee has nominated its slate of directors in
opposition  to the  incumbent  Board of Directors  (the  "Company  Board").  The
Committee  believes that recent actions of the Company Board are not in the best
interests of the Company's stockholders.  The Committee is convinced that a more
thorough  investigation of strategic  alternatives,  and a greater dedication to
maximizing  stockholder value, will only be achieved through the election of the
Committee's slate.

         Although  it is the  Committee's  preference  to  elect  its  slate  of
directors at the 2000 Annual Meeting of Stockholders of the Company (the "Annual
Meeting"),  the  Committee is concerned  that the Company Board may postpone the
date  of  the  Annual  Meeting  as  well  as the  record  date  for  determining
stockholders  entitled  to  notice  of  and  to  vote  at  the  Annual  Meeting.
Additionally, the Company has not yet filed with the SEC its 2000 Annual Report,
containing  audited financial  statements,  which is required to be furnished to
all  stockholders  of the Company prior to the Annual Meeting.  Accordingly,  in
order to, among other  things,  prevent  delay by  management,  the Committee is
soliciting  written consents of the stockholders to remove the Company Board and
to elect its slate of directors.

         This Consent  Solicitation  Statement (the "Consent Statement") and the
accompanying  form  of  written  consent  are  furnished  by  the  Committee  in
connection with the  solicitation by the Committee of written  consents from the
holders of common stock, $1.00 par value per share (the "Common Stock"),  of the
Company, to take the following actions (collectively, the "Proposal"), without a
meeting of stockholders, as permitted by Delaware law:

                  (1) Remove all of the incumbent members of the Company's Board
                  of Directors without cause, including the removal of R.E. Cox,
                  III,  Jack  Kahl,  Sheldon  Stein,  Michael  J.  Walsh,  Colon
                  Washburn,  and any person or  persons  elected to the Board of
                  Directors by the  Directors to fill any vacancy  arising since
                  the last  annual  meeting of  stockholders,  or newly  created
                  directorship; and

                  (2) Fix the number of members of the Board of Directors of the
                  Company at five (5); and



<PAGE>
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CUSIP No. 875386104               13D          Page 22 of 44 Pages
------------------------------               -----------------------------------


                  (3)  Elect  the  Committee's  slate  of  nominees,  Warren  G.
                  Lichtenstein, Mark E. Schwarz, James R. Henderson, Glen Kassan
                  and Harold  Smith (the  "Slate"),  to the  Company's  Board of
                  Directors to fill the newly created  vacancies on the Board of
                  Directors,  and to serve until their respective successors are
                  duly elected and qualified.

         Approval of the Proposal  requires the written consent of a majority of
the  holders  of  Common  Stock as of  October  20,  2000 (the  "Record  Date").
Stockholders  of  record  as of close of  business  on the  Record  Date will be
entitled  to one  vote for  each  share of  Common  Stock  (the  "Shares").  The
Committee has set November [__],  2000 as the goal for the submission of written
consents;  however,  the last day for the submission of written  consents to the
Company  under  Delaware  law will be  December  19,  2000.  Based  on  publicly
available  information filed by the Company with the SEC as of October 19, 2000,
there were 12,280,897 Shares issued and outstanding.

         On the  Record  Date,  the  Committee  was the  beneficial  owner of an
aggregate  of  1,801,300  Shares which  represented  approximately  14.8% of the
issued and outstanding Shares.

         THE COMMITTEE  BELIEVES  THAT THE PLAN  DESCRIBED  FURTHER  HEREIN WILL
DELIVER MAXIMUM VALUE FOR YOUR SHARES OF COMMON STOCK,  ALTHOUGH THERE CAN BE NO
ASSURANCES THAT THE PLAN WILL RESULT IN MAXIMUM VALUE; TO CARRY OUT THE PLAN THE
COMMITTEE'S  SLATE BELIEVES THAT THE INCUMBENT MEMBERS OF THE COMPANY'S BOARD OF
DIRECTORS MUST BE REPLACED.  REPRESENTATION BY THE SLATE CAN BE ACHIEVED ONLY IF
THE PROPOSED CORPORATE ACTIONS ARE ADOPTED. ACCORDINGLY YOU ARE URGED TO CONSENT
TO THE REMOVAL OF THE  INCUMBENT  MEMBERS OF THE BOARD OF  DIRECTORS  AND TO THE
ELECTION OF THE SLATE BY MARKING,  SIGNING,  DATING AND  RETURNING  PROMPTLY THE
ENCLOSED BLUE CONSENT CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.

         Because a consent to corporate  action is effective only if executed by
holders of record of a majority of the total number of Shares outstanding on the
Record  Date,  the  failure  to  execute  a  consent  has the same  effect  as a
withholding of consent for any proposal.

         The  principal  executive  offices of the  Company  are located at 1400
Everman  Parkway,  Fort  Worth,  Texas 76140 and its  telephone  number is (817)
551-9600.

         This Consent Statement, the accompanying letter to stockholders and the
BLUE Consent Card are first being  furnished to stockholders on or about October
[__], 2000.




<PAGE>
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CUSIP No. 875386104               13D          Page 23 of 44 Pages
------------------------------               -----------------------------------


                                    IMPORTANT

         YOUR  CONSENT  IS  IMPORTANT,  NO MATTER HOW MANY OR HOW FEW SHARES YOU
OWN. THE COMMITTEE URGES YOU TO SIGN, DATE, AND RETURN THE ENCLOSED BLUE CONSENT
CARD TODAY TO VOTE FOR THE ELECTION OF THE SLATE.

         The members of the Slate are committed, subject to their fiduciary duty
to the  Company's  stockholders,  to giving all the Company's  stockholders  the
opportunity to receive the maximum value for their Shares.  A vote FOR the Slate
will  enable  you - as the  owners of the  Company  - to send a  message  to the
Company's Board that you are committed to maximizing the value of your Shares.

o        If your Shares are  registered  in your own name,  please sign and date
         the  enclosed  BLUE Consent  Card and return it to the  Committee,  c/o
         Mackenzie Partners, Inc., in the enclosed envelope today.

o        If any of your Shares are held in the name of a brokerage  firm,  bank,
         bank nominee or other  institution on the record date, only it can vote
         such  Shares  and only  upon  receipt  of your  specific  instructions.
         Accordingly, please contact the person responsible for your account and
         instruct  that person to execute on your behalf the BLUE Consent  Card.
         The Committee urges you to confirm your  instructions in writing to the
         person  responsible  for your  account  and to  provide  a copy of such
         instructions  to the Committee,  c/o Mackenzie  Partners,  Inc., who is
         assisting in this  solicitation,  at the address and telephone  numbers
         set forth  below,  and on the back cover of this  Consent  Solicitation
         Statement,  so that we may be aware of all instructions and can attempt
         to ensure that such instructions are followed.



<PAGE>
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CUSIP No. 875386104               13D          Page 24 of 44 Pages
------------------------------               -----------------------------------




              IF YOU HAVE ANY QUESTIONS ABOUT GIVING YOUR CONSENT,
             OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE CALL:

                         [MACKENZIE PARTNERS, INC. LOGO]
                                156 FIFTH AVENUE
                            NEW YORK, NEW YORK 10010
                       E-MAIL: [email protected]
                          (212) 929-5500 (CALL COLLECT)

                                       OR

                          CALL TOLL FREE (800) 322-2885




<PAGE>
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CUSIP No. 875386104               13D          Page 25 of 44 Pages
------------------------------               -----------------------------------


         The  Committee  believes  that the  removal  of the  existing  Board of
Directors,  without  cause,  and the election of the Slate  represents  the best
means for the Company's  stockholders to maximize the value of their Shares. The
Committee,  as the largest stockholder of the Company,  has a vested interest in
maximizing  the value of the  Shares.  In  considering  who is best  capable  of
maximizing  value,  the  Committee  shares  the  frustration  of  the  Company's
stockholders in the Board's inability to maximize stockholder value.

         The Committee  believes  that the  Company's  stock price over the past
several years, during one of the greatest bull markets in history,  demonstrates
the Board's failure to create value for its stockholders.

         o        According  to  information  contained  in  management's  Proxy
                  Statement  for the 1999 Annual  Meeting of  Stockholders  (the
                  "Management Proxy Statement"), during the period from June 30,
                  1994  through  June  30,  1999,  the  Company's   share  price
                  performance  has  trailed  the  Russell  2000 Index and a peer
                  group index selected by the Company by a significant margin.

         o        According  to the  Management  Proxy  Statement,  during  this
                  period the cumulative total returns for the Russell 2000 Index
                  was  approximately  103%,  the Company's peer group index lost
                  approximately  18% of its value,  and the Shares actually lost
                  approximately 73% of their value.

         o        At June 30,  2000,  the  Company's  stock price was $2.813 per
                  Share.  Since then, the stock price has been languishing below
                  $3.00 per share and closed at $1.375 per share on October  19,
                  2000.

         It is the Committee's opinion that the Company's lackluster stock price
performance   is  reflective  of  the  Company's   losses  from   continued  and
discontinued  operations.  Upon consummation of the Company's divestiture of 121
leather and crafts retail stores and related manufacturing operations during the
quarter ended  December 31, 1998, the Company's  public filings  reflect that it
recorded a loss of approximately $11.1 million. Shortly thereafter,  the Company
suffered  a  significant  loss  in  connection  with  the  sale  and  subsequent
reacquisition of Cargo Furnitures,  Inc. ("Cargo"). After the sale of Cargo, the
former  subsidiary  determined that it required  additional  capital in order to
complete its restructuring program. In January 1999, Cargo defaulted on its bank
term note agreement  which was guaranteed by the Company.  After  complying with
its obligations under the guaranty,  the Company determined that recovery of the
approximately  $2.5  million note  balance as well as certain  receivables  from
Cargo was not  probable.  As a result,  loss  provisions of  approximately  $3.5
million were recorded for the quarter ended December 31, 1998.  After making the
guaranty payment, the Company acquired 100% ownership of Cargo,  resulting in an
additional  $602,000  operating  loss for the fiscal  year ended June 30,  1999.
After  reporting  a net loss of over $23  million for the fiscal year ended June
30,  1999,  the  Company  formulated  a plan to  dispose of the gifts and office
supplies  divisions  in order  to  concentrate  on the  frames  and  wall  decor
divisions which management  believed were the Company's "core" businesses.  In a
press release issued by the Company on February 15, 2000,  management  announced
that it had  already  begun to  implement  this  strategy  and,  going  forward,
intended to divest the non-core businesses.


<PAGE>
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CUSIP No. 875386104               13D          Page 26 of 44 Pages
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         o        The Committee believes that management's  efforts to implement
                  this  strategy  was too  late to  maximize  the  value  of the
                  Shares.

         o        The sales of the Rivertown Button, Licensed Lifestyles,  J-Mar
                  and Sav-On Office Supplies  businesses  were  consummated in a
                  period of less than six months.

         o        Ultimately,  the sale of the gifts and office  supplies  units
                  resulted  in a loss of $7.3  million for the fiscal year ended
                  June 30, 2000.

         o        The Committee  believes that the Company has performed  poorly
                  since the sale of the gifts and office supplies units and that
                  management  has  failed to  recognize  that  there is room for
                  further divestitures of its weaker businesses.

         o        As announced in a recent press release,  the Company had a net
                  loss for continuing operations of approximately $10.7 million,
                  or $0.88 per share, and $12.4 million, or $1.02 per share, for
                  the  fourth  quarter  and fiscal  year  ended  June 30,  2000,
                  respectively.

         In the  Committee's  opinion,  the Company's poor  performance  and the
shortsighted implementation of the divestiture strategy demonstrates the Company
Board's lack of  dedication to pursuing the best  interests of the  stockholders
and maximizing stockholder value.

         For these reasons, the Committee believes that the value of the Company
has not been  maximized  by the  Board  and  believes  that the  removal  of the
existing  Board of Directors and the election of the Slate  represents  the best
means for  stockholders  to  maximize  the  present  value of their  Shares.  If
elected,  the  members of the Slate,  subject to their  fiduciary  duties,  will
explore alternatives to maximize stockholder value including, but not limited to
(i) selling the Company by means of a merger,  tender offer or  otherwise;  (ii)
expanding the Company's frame business through acquisitions; (iii) divesting the
non-core  assets of the Company  utilizing a  nationally  recognized  investment
banking firm; and (iv) adopting a stock  repurchase  program.  Additionally,  if
elected, the Slate will retain a nationally  recognized  investment banking firm
to assist in the review and  implementation  of the alternatives  that the Slate
believes will maximize stockholder value for all of the Company's stockholders.

THE SLATE

         The  following  information  sets  forth  the name,  business  address,
present  principal   occupation,   and  employment  and  material   occupations,
positions, offices, or employments for the past five years of each member of the
Slate. This information has been furnished to the Committee by the Slate.  Where
no date is given for the commencement of the indicated office or position, such
office or position was assumed  prior to September 1, 1995.  Each person  listed
below is a citizen of the United States.

         WARREN  G.  LICHTENSTEIN  (35)  has  been the  Chairman  of the  Board,
Secretary and the Managing Member of Steel Partners,  L.L.C.  ("Steel LLC"), the
general partner of Steel Partners II,


<PAGE>
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CUSIP No. 875386104               13D          Page 27 of 44 Pages
------------------------------               -----------------------------------


L.P.  ("Steel  Partners"),  since  January  1,  1996.  Prior to such  time,  Mr.
Lichtenstein  was the Chairman and a director of Steel Partners,  Ltd.  ("Former
General  Partner"),  the  general  partner of Steel  Partners  Associates,  L.P.
("Associates"),  which was the general  partner of Steel  Partners from 1993 and
prior to January 1, 1996.  For  information  regarding  Steel Partners and Steel
LLC,  see  below  under  "Participant  Information."  Mr.  Lichtenstein  was the
acquisition/risk  arbitrage  analyst at  Ballantrae  Partners,  L.P.,  a private
investment  partnership  formed to invest in risk arbitrage,  special situations
and undervalued companies,  from 1988 to 1990. Mr. Lichtenstein is a director of
the following publicly held companies:  Gateway Industries,  Inc., a provider of
database development and website design and development  services,  WebFinancial
Corporation,  a  commercial  and  consumer  lender,  Puroflow,  Incorporated,  a
designer and manufacturer of precision  filtration  devices,  PLM International,
Inc.,  an  equipment  leasing  company,  Tech-Sym  Corporation,  an  electronics
engineering and manufacturing  company, CPX Corp., a company with no significant
operating business.  He is a former director of Saratoga Beverage Group, Inc., a
beverage manufacturer and distributor, Alpha Technologies,  Inc., an electronics
components  manufacturer,  SL Industries,  Inc., a designer and  manufacturer of
data quality systems.  Mr.  Lichtenstein also served as Chairman of the Board of
Aydin  Corporation,  a provider of products and systems for the  acquisition and
distribution of information over electronic  communications  media, from October
5, 1998 until its sale to L-3 Communications  Corporation  ("L-3") in April 1999
at a price of $13.50 per share,  which represents a premium of approximately 39%
over the  reported  closing  price of $9.69  per  share  the day  preceding  the
announced  transaction  with  L-3.  As of  the  Record  Date,  Mr.  Lichtenstein
beneficially  owned 1,537,100 Shares, all of which were owned by Steel Partners.
The business address of Mr.  Lichtenstein is 150 E. 52nd Street, 21st Floor, New
York, New York 10022. For information regarding Mr. Lichtenstein's purchases and
sales of Shares during the past two years, see Schedule I.

In late 1995,  Steel  Partners  commenced  a proxy  solicitation  to replace the
incumbent  directors of Medical Imaging Centers of America,  Inc., a provider of
outpatient services and medical equipment rentals ("MICA").  MICA was ultimately
sold for  $11.75 per share,  a 42%  increase  over the price of $8.25 per share,
representing  the  closing  price on the day  prior to the  initiation  of Steel
Partners' proxy solicitation. In connection with this contest, MICA initiated an
action against Steel  Partners,  Warren  Lichtenstein,  and others in the United
States District Court for the Southern  District of California,  Medical Imaging
Centers of America, Inc. v. Lichtenstein, et al., Case No. 96-0039B. On February
29,  1996,  the Court issued an Order  granting,  in part,  MICA's  motion for a
preliminary  injunction  on  the  grounds  that  plaintiff  had  demonstrated  a
probability  of success  on the  merits of its  assertion  that  defendants  had
violated  Section 13 of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act").  Under the Court's  preliminary  injunction,  defendants in the
action  were  enjoined  from  voting  certain of their  shares at MICA's  annual
meeting of shareholders,  except pursuant to a formula under which they would be
voted in the same  proportion  as other  votes  cast at the  meeting.  The Court
declined to adjourn the annual meeting of  shareholders.  At the meeting,  Steel
Partners  received  sufficient votes to elect its nominees to the Board of MICA,
after  giving  effect  to  the  Court's  preliminary  injunction.   The  parties
thereafter  settled their differences  pursuant to an agreement under which MICA
agreed to initiate an auction process which,  if not concluded  within a certain
time period,  would end and  thereafter  the designees of Steel  Partners  would
assume control of the Board of MICA. The Steel Partners designees did not assume
control because MICA was sold at a substantial premium to its market price.



<PAGE>
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CUSIP No. 875386104               13D          Page 28 of 44 Pages
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         MARK E.  SCHWARZ  (39)  has  served  as the  sole  general  partner  of
Newcastle Partners, L.P.  ("Newcastle"),  a private investment firm, since 1993.
For information regarding Newcastle, see below under "Participant  Information."
Mr.  Schwarz was also Vice  President and Manager of Sandera  Capital,  L.L.C. a
private  investment  firm  affiliated  with  Hunt  Financial  Group,  L.L.C.,  a
Dallas-based  investment firm  associated  with the Lamar Hunt family  ("Hunt"),
from 1995 to September 1999 and a securities  analyst and portfolio  Manager for
SCM Advisors,  L.L.C., a Hunt- affiliated registered investment advisor from May
1993 to 1996.  Mr.  Schwarz is a director of Bell  Industries,  Inc., a computer
systems  integrator.  As of the Record  Date,  Mr.  Schwarz  beneficially  owned
264,200 Shares,  all of which were owned by Newcastle.  The business  address of
Mr. Schwarz is c/o Newcastle,  4514 Cole Avenue, Suite 600, Dallas, Texas 75205.
For information regarding Mr. Schwarz's purchases and sales of Shares during the
past two years, see Schedule I.

         JAMES R.  HENDERSON  (42) has been a  Vice-President  of Steel Partners
Services,  Ltd., an affiliate of Steel Partners, since August 1999. From 1996 to
July  1999,  Mr.  Henderson  was  employed  in  various   positions  with  Aydin
Corporation,  which included a tenure as President and Chief  Operating  Officer
from  October  1998 to June  1999.  Prior  to his  employment  with  Aydin,  Mr.
Henderson was employed as an executive  with UNISYS  Corporation,  an e-business
solutions  company.  Mr. Henderson is a director of the following  publicly held
companies: Tech-Sym Corporation, an information services and technology company,
and ECC International  Corp, a designer and manufacturer of  computer-controlled
simulators.  As of the date hereof,  Mr.  Henderson did not beneficially own any
Shares.  The business  address of Mr.  Henderson  is 150 East 52nd Street,  21st
Floor, New York, New York 10022.

         GLEN KASSAN (57) has been a Vice-President of Steel Partners  Services,
Ltd., an affiliate of Steel Partners, since October 1999. From 1997 to 1998, Mr.
Kassan  served  as  Chairman  and  Chief  Executive  Officer  of Long  Term Care
Services,   Inc.,  a  privately  owned  healthcare  services  company  which  he
co-founded  in 1994,  and which he initially  served as Vice  Chairman and Chief
Financial  Officer.  As of the date hereof,  Mr. Kassan did not beneficially own
any Shares.  The business  address of Mr.  Kassan is 150 East 52nd Street,  21st
Floor, New York, New York 10022.

         HAROLD SMITH (76) has been retired since 1999.  From 1982 to 1999,  Mr.
Smith  served  as  President  of  Funding  Merchandising  Resources  Corporation
(F.M.R.C.), a firm specializing in consulting distressed retail companies. Prior
to his employment with F.M.R.C., Mr. Smith was the President and Chief Operating
Officer of Woolco,  a division of F.W.  Woolworth.  As of the date  hereof,  Mr.
Smith did not beneficially own any Shares.  Mr. Smith's business address is 4230
Deste Court, Apartment 102, Lake Worth, Florida 33467.

         The Slate will not  receive any  compensation  from the  Committee  for
their  services  as a director  of the  Company.  On  December  7,  1999,  Steel
Partners,  Newcastle and Messrs.  Lichtenstein  and Schwarz entered into a Joint
Filing  Agreement,  in which,  among other things,  (i) they agreed to the joint
filing on behalf of each of them of  statements  on Schedule 13D with respect to
the Shares,  (ii) they formed a group in order to evaluate whether to nominate a
slate of  directors  to the Board and solicit  written  consents or votes at the
Annual  Meeting  for their  slate of  directors  for the  Board and (iii)  Steel
Partners agreed to bear all expenses  incurred in connection with the nomination
of persons to the Board,  including  approved expenses incurred by any member of
the Slate in the


<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 29 of 44 Pages
------------------------------               -----------------------------------


solicitation  of written  proxies  or votes by Steel  Partners.  Pursuant  to an
amendment to the Joint Filing Agreement,  Messrs.  Henderson,  Kassan, Smith and
Steven  Wolosky  agreed to be included  as members of the group  formed by Steel
Partners,  Newcastle  and  Messrs.  Lichtenstein  and  Schwarz,  and each of the
parties  agreed to serve as a director  of the  Company if elected at the Annual
Meeting. Other than as stated above, there are no arrangements or understandings
between  the  Committee  and each  member of the  Slate or any  other  person or
persons pursuant to which the nominations described herein are to be made, other
than the  consent  by each  member  of the Slate to serve as a  director  of the
Company if elected  as such at the  Annual  Meeting.  No member of the Slate has
been  convicted in any criminal  proceedings  (excluding  traffic  violations or
similar  misdemeanors)  over the past ten years.  Except as  provided  for under
"Legal  Proceedings"  herein,  no member of the Slate is a party  adverse to the
Company or any of its  subsidiaries  or has a material  interest  adverse to the
Company or any of its subsidiaries in any material pending legal proceedings.

                               CONSENT PROCEDURES

GENERAL EFFECTIVENESS OF CONSENTS

         The Company is a Delaware corporation and is, therefore, subject to the
Delaware General Corporate Law (the "Delaware GCL"). Section 228 of the Delaware
GCL provides that, unless otherwise provided in the certificate of incorporation
of a corporation, any action required to be or that may be taken at a meeting of
stockholders may be taken without a meeting,  without prior notice and without a
vote, if written  consents,  setting  forth the action so taken,  are signed and
delivered to the  corporation  by the holders of  outstanding  shares having not
less than the  minimum  number of votes  that  would be  necessary  to take such
action at a meeting at which all shares  entitled to vote  thereon  were present
and voted. The Charter does not prohibit stockholder action by written consent.

         The Proposal will become  effective  when the Committee  submits to the
Company properly completed, unrevoked and effective BLUE Consent Cards (or other
forms of consent)  indicating consent to the Proposal,  signed by the holders of
record on the Record  Date of a majority  of the  Shares  outstanding  as of the
Record  Date.  Under  Section 228 of the Delaware  GCL,  such  consents  must be
delivered within 60 days of the earliest dated consent delivered to the Company,
which was October 20,  2000.  Accordingly,  this  consent  solicitation  must be
completed by December 19, 2000. However,  the Committee has established November
[__], 2000 as the goal for the submission of written  consents to the Committee.
If the Proposal is adopted pursuant to this consent solicitation,  prompt notice
will be given pursuant to Section 228(d) of the Delaware GCL to stockholders who
have not executed and returned a BLUE Consent Card.

         Because the Proposal will become  effective  only if executed  Consents
representing  a majority  of the Shares  outstanding  as of the Record  Date are
returned by holders of record on the Record  Date,  the  following  actions will
have the same  effect as  withholding  consent to the  Proposal:  (a) failing to
execute and return a BLUE Consent Card or (b)  executing and returning a written
consent marked consent "WITHOUT  CONSENT" or "ABSTAINS" as to each Proposal.  If
returned  BLUE Consent  Cards are executed and dated but not marked with respect
to the  Proposal,  the  stockholder  returning  such card will be deemed to have
consented to the Proposal.



<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 30 of 44 Pages
------------------------------               -----------------------------------


PROCEDURAL INSTRUCTIONS

         If a  stockholder  is a record  holder  of  Shares  as of the  close of
business on the Record Date, such  stockholder may elect to consent to, withhold
consent to or abstain  with  respect to a Proposal  by marking  the  "CONSENTS",
"WITHHOLDS CONSENT" or "ABSTAINS" box, as applicable, underneath the Proposal on
the accompanying BLUE Consent Card and signing, dating and returning it promptly
in the enclosed postage-paid envelope.

         UNDER THE DELAWARE GCL, ONLY  STOCKHOLDERS OF RECORD ON THE RECORD DATE
ARE ELIGIBLE TO GIVE THEIR CONSENT TO THE PROPOSAL.  THEREFORE, EACH STOCKHOLDER
IS URGED,  EVEN IF SUCH STOCKHOLDER HAS SOLD ITS SHARES SUBSEQUENT TO THE RECORD
DATE,  TO GRANT ITS CONSENT  PURSUANT TO THE  ENCLOSED  BLUE  CONSENT  CARD WITH
RESPECT TO ALL SHARES HELD AS OF THE RECORD  DATE.  A  STOCKHOLDER'S  FAILURE TO
CONSENT MAY ADVERSELY AFFECT THOSE WHO CONTINUE TO BE STOCKHOLDERS. IN ADDITION,
ANY STOCKHOLDER OWNING SHARES BENEFICIALLY (BUT NOT OF RECORD), SUCH AS A PERSON
WHOSE  OWNERSHIP  OF  SHARES  IS  THROUGH  A  BROKER,  BANK OR  OTHER  FINANCIAL
INSTITUTION,  SHOULD  CONTACT THAT BROKER,  BANK OR FINANCIAL  INSTITUTION  WITH
INSTRUCTIONS TO EXECUTE THE BLUE CONSENT CARD ON SUCH STOCKHOLDER'S BEHALF OR TO
HAVE THE BROKER,  BANK OR FINANCIAL  INSTITUTION'S  NOMINEE EXECUTE THE CONSENT.
EACH STOCKHOLDER IS URGED TO ENSURE THAT THE RECORD HOLDER OF SUCH STOCKHOLDER'S
SHARES MARKS, SIGNS, DATES AND RETURNS THE ENCLOSED BLUE CONSENT CARD AS SOON AS
POSSIBLE.   EACH  STOCKHOLDER  IS  FURTHER  URGED  TO  CONFIRM  IN  WRITING  ANY
INSTRUCTIONS  GIVEN AND PROVIDE A COPY OF SUCH  INSTRUCTIONS TO THE COMMITTEE IN
CARE OF MACKENZIE  PARTNERS,  INC.,  SO THAT THE  COMMITTEE  MAY ALSO ATTEMPT TO
ENSURE SUCH INSTRUCTIONS ARE FOLLOWED.

REVOCATION OF CONSENTS

         Executed written  consents may be revoked at any time,  provided that a
written,  dated revocation which clearly identifies the consent being revoked is
executed  and  delivered  either  to (a) the  Committee  in  care  of  MacKenzie
Partners,  Inc.,  156 Fifth  Avenue,  New York,  NY 10010,  or (b) the principal
executive  offices of the Company at 1400  Everman  Parkway,  Fort Worth,  Texas
76140 prior to the time that the Proposal becomes effective. A revocation may be
in any written form validly signed by the record holder as of the Record Date as
long as it clearly states that the written consent previously given is no longer
effective.  The  Committee  requests that a copy of any  revocation  sent to the
Company also be given to MacKenzie  Partners,  Inc. at the above address so that
the Committee may more accurately  determine if and when written consent to each
Proposal  has been  received  from the holders of record on the Record Date of a
majority of the Shares then outstanding. THE COMMITTEE URGES YOU NOT TO SIGN ANY
REVOCATION OF CONSENT CARD WHICH MAY BE SENT TO YOU BY THE COMPANY.  IF YOU HAVE
DONE SO, YOU MAY REVOKE THAT  REVOCATION  OF CONSENT BY DELIVERING A LATER DATED
BLUE CONSENT CARD TO THE  COMMITTEE,  C/O  MACKENZIE  PARTNERS,  INC., OR TO THE
SECRETARY OF THE COMPANY.



<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 31 of 44 Pages
------------------------------               -----------------------------------


                            SOLICITATION OF CONSENTS

         The  solicitation  of consents  pursuant to this  Consent  Solicitation
Statement  is being made by the  Committee.  Consents  may be solicited by mail,
facsimile, telephone, telegraph, Internet, in person and by advertisements.

         The Committee has retained  Mackenzie  Partners,  Inc. for solicitation
and advisory services in connection with this solicitation,  for which Mackenzie
Partners will receive a fee not to exceed $[____],  together with  reimbursement
for its  reasonable  out-of-pocket  expenses,  and will be  indemnified  against
certain  liabilities  and  expenses,  including  certain  liabilities  under the
federal  securities laws.  Mackenzie  Partners,  Inc. will solicit consents from
individuals,  brokers, banks, bank nominees and other institutional holders. The
Committee has requested banks,  brokerage houses and other custodians,  nominees
and fiduciaries to forward all solicitation  materials to the beneficial  owners
of the Shares they hold of record.  The Committee  will  reimburse  these record
holders  for  their  reasonable  out-of-pocket  expenses  in  so  doing.  It  is
anticipated that Mackenzie Partners, Inc. will employ approximately [__] persons
to solicit the Company's stockholders.

         The  entire  expense  of  soliciting  consents  is  being  borne by the
Committee.  If the Slate is elected to the  Company's  Board of  Directors,  the
Committee  intends to seek  reimbursement of the costs of this solicitation from
the Company.  Unless otherwise required by law, the Committee does not currently
intend to submit the question of reimbursement of the costs of this solicitation
to a  stockholder  vote.  Costs of this  solicitation  of consents are currently
estimated to be  approximately  $[ ]. The Committee  estimates  that through the
date hereof, its expenses in connection with this solicitation are approximately
$[ ].




<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 32 of 44 Pages
------------------------------               -----------------------------------



                             PARTICIPANT INFORMATION

         The general partner of Steel Partners is Steel LLC, a Delaware  limited
liability company.  The principal business of Steel Partners is investing in the
securities  of micro-cap  companies.  The  principal  business  address of Steel
Partners and Steel LLC is 150 East 52nd Street,  21st Floor,  New York, New York
10022.  Warren G.  Lichtenstein  is  Chairman  of the Board,  Secretary  and the
Managing  Member  of  Steel  LLC.  Glen  Kassan  and  James  Henderson  are Vice
Presidents of Steel Partners Services,  Ltd., an affiliate of Steel Partners. As
of the date hereof,  Steel Partners is the beneficial owner of 1,537,100 Shares.
Steel LLC does not  beneficially  own any Shares on the date  hereof,  except by
virtue of its role in Steel Partners.  For information  regarding Steel Partners
purchases and sales of Shares during the past two years, see Schedule I.

         Harold Smith is a retired  consultant.  Mr. Smith does not beneficially
own any Shares.

         Newcastle is a Texas limited  partnership.  The  principal  business of
Newcastle is the purchase, sale, exchange, acquisition and holding of investment
securities.  The  principal  business  address of Newcastle is 4514 Cole Avenue,
Suite 600, Dallas,  Texas 75205.  Mark E. Schwarz is the sole general partner of
Newcastle. As of the date hereof,  Newcastle was the beneficial owner of 264,200
Shares.  For information  regarding the purchases and sales of Shares during the
past two years by Newcastle, see Schedule I.

         See Schedule II for information  regarding persons who beneficially own
more than 5% of the Common  Stock and the  ownership  of the Common Stock by the
management of the Company.

                                LEGAL PROCEEDINGS

         On August 22, 2000,  the Company filed a complaint in the United States
District Court, Northern District of Texas, naming Steel Partners, Newcastle and
Messrs. Lichtenstein and Schwarz as defendants (the "Defendants"). The complaint
alleges that the  Defendants  have  violated  Section 13(d) of the Exchange Act,
Section 10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder. The
complaint states that the Schedule 13D, as amended,  filed by the Defendants was
materially  false and  misleading  in that,  among  other  things,  they did not
disclose on a timely basis,  or at all, that:  (i)  Defendants  intended to seek
control of the Company through a proxy contest or consent  solicitation with the
objective of forcing a sale of the  Company;  (ii)  Defendants  had a history of
taking positions in target companies and replacing  incumbent  directors;  (iii)
Defendants  had  agreements,   arrangements   and   understandings   with  other
stockholders in connection  with the  acquisition of Shares of the Company;  and
(iv)  Defendants  were  acting in concert  with each other or as a "group"  with
other  persons or entities  who, in concert with them,  acquired  Shares for the
purposes of effecting a change in control of the Company. In its pleadings,  the
Company requests,  among other things, that the Court enjoin the Defendants from
engaging in any further  activities  with  respect to the Shares until they have
made adequate  disclosures,  soliciting  and  delivering  any proxy,  consent or
authorization  with respect to the Shares,  acquiring or  attempting  to acquire
additional  Shares,  voting any Shares  acquired after the filing of Defendants'
initial  Schedule 13D,  otherwise  controlling  or  influencing or attempting to
control or  influence  in any manner the  management  or business  policies  and
decisions of the Company, or taking or attempting to take any other steps in


<PAGE>

------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 33 of 44 Pages
------------------------------               -----------------------------------


furtherance  of any plan to change or influence the control of the Company.  The
Company has also requested that the Court enter an order requiring Defendants to
divest  themselves  of all  Shares  acquired  after the  filing  of the  initial
Schedule  13D filing and  declaring  that the  Company is  entitled to refuse to
recognize any votes cast with respect to the Shares on behalf of any Defendants.
The Defendants  believe that these claims are without merit and will  vigorously
defend these allegations.

         On September 18, 2000, Steel Partners filed a complaint in the Court of
Chancery of the State of Delaware,  New Castle County,  naming as defendants the
Company Board and the Company.  The complaint alleges that the Company Board has
breached its fiduciary duties by falsely  suggesting that Steel Partners is part
of a "group"  holding  in excess of 15% of the  Company's  Shares.  Among  other
things, the complaint seeks a declaratory judgment that Steel Partners is not an
"interested  stockholder"  within the meaning of Section 203 of the Delaware GCL
and that Steel  Partners is not an acquiring  person under the Company's  Rights
Agreement dated May 19, 1997 (the "Rights Agreement").  The complaint also seeks
a preliminary and permanent injunction  prohibiting the Company from declaring a
"distribution  date" under the Rights  Agreement.  The defendants  have moved to
dismiss this complaint.

           CERTAIN TRANSACTIONS BETWEEN THE COMMITTEE AND THE COMPANY

         Except as set forth in this Consent  Solicitation  Statement (including
the Schedules  hereto),  neither the Committee nor any of the other participants
in this  solicitation,  or any of their respective  associates:  (i) directly or
indirectly  beneficially owns any Shares or any securities of the Company;  (ii)
has had any  relationship  with the  Company  in any  capacity  other  than as a
stockholder, or is or has been a party to any transactions, or series of similar
transactions,  or is indebted to the Company  since July 1, 1999 with respect to
any Shares;  or (iii) knows of any  transactions  since July 1, 1999,  currently
proposed transactions,  or series of similar transactions,  to which the Company
or any of its subsidiaries was or is to be a party, in which the amount involved
exceeds $60,000 and in which any of them or their respective  affiliates had, or
will have, a direct or indirect material  interest.  In addition,  other than as
set forth herein, there are no contracts, arrangements or understandings entered
into by the Committee or any other  participant in this  solicitation  or any of
their respective associates within the past year with any person with respect to
any of the Company's securities,  including, but not limited to, joint ventures,
loan  or  option  arrangements,  puts  or  calls,  guarantees  against  loss  or
guarantees  of  profit,  division  of  losses  or  profits,  or  the  giving  or
withholding of proxies.

         Except as set forth in this Consent  Solicitation  Statement (including
the Schedules  hereto),  neither the Committee nor any of the other participants
in this solicitation,  or any of their respective  associates,  has entered into
any  agreement or  understanding  with any person with respect to (i) any future
employment by the Company or its affiliates or (ii) any future  transactions  to
which the Company or any of its affiliates will or may be a party.  However, the
Committee  has reviewed,  and will continue to review,  on the basis of publicly
available  information,  various  possible  business  strategies  that it  might
consider in the event that the Slate is elected to the Board.  In  addition,  if
and to the  extent  that the  Committee  acquires  control of the  Company,  the
Committee  intends to conduct a detailed  review of the  Company and its assets,
financial projections, corporate structure, dividend


<PAGE>

------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 34 of 44 Pages
------------------------------               -----------------------------------


policy,  capitalization,   operations,   properties,  policies,  management  and
personnel and consider and determine what, if any, changes would be desirable in
light of the circumstances which then exist.





<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 35 of 44 Pages
------------------------------               -----------------------------------



         The  information  concerning  the  Company  contained  in this  Consent
Solicitation Statement and the Schedules attached hereto has been taken from, or
is based upon,  publicly available  information.  To date, the Committee has not
had access to the books and records of the Company.

                                      THE TANDYCRAFTS FULL VALUE COMMITTEE



                                      October 20, 2000






<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 36 of 44 Pages
------------------------------               -----------------------------------


                                   SCHEDULE I

                TRANSACTIONS IN THE SHARES FOR THE LAST TWO YEARS


      Shares of Common Stock               Price Per                  Date of
             Purchased                       Share                   Purchase
             ---------                       -----                   --------

                             STEEL PARTNERS II, L.P.

              1,000                        2.40500                    4/15/99
              5,500                        2.40500                    4/15/99
             13,200                        2.38133                    4/16/99
             10,000                        2.40500                    4/19/99
              2,700                        2.34250                    4/20/99
                500                        2.85000                    5/03/99
              5,000                        2.79000                    5/06/99
              1,400                        2.78000                    5/07/99
              5,000                        2.79000                    5/10/99
              1,000                        3.09750                    7/26/99
             18,100                        3.22466                    7/27/99
              2,000                        3.22750                    7/30/99
              9,300                        3.22750                    8/02/99
             38,200                        3.24680                    8/03/99
              2,600                        3.16500                    8/05/99
                200                        3.36250                    8/06/99
             10,400                        3.28399                    8/09/99
              5,000                        3.22750                    8/10/99
              7,900                        3.16500                    8/16/00
             38,000                        3.18934                    8/17/99
             11,800                        3.10250                    8/19/99
              7,700                        3.10250                    8/20/99
             26,900                        3.20403                    8/23/99
              1,000                        3.23750                    8/24/99



<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 37 of 44 Pages
------------------------------               -----------------------------------

      Shares of Common Stock               Price Per                  Date of
             Purchased                       Share                   Purchase
             ---------                       -----                   --------

             70,000                        3.31000                     8/25/99
              1,800                        3.23750                     8/26/99
              7,300                        3.23750                     8/27/99
              1,700                        3.23750                     8/30/99
             26,500                        3.23750                     8/31/99
              2,000                        3.23750                     9/02/99
                400                        3.23750                     9/03/99
             14,400                        3.23750                     9/10/99
             21,000                        3.32000                     9/15/99
             12,600                        3.21680                     9/20/99
             50,000                        3.19500                     9/22/99
             13,100                        3.21890                     9/23/99
              6,000                        3.23710                     9/24/99
             15,000                        3.22750                     9/27/99
             15,000                        3.24750                     9/28/99
             45,100                        3.20190                     9/29/99
             15,600                        3.17500                     9/30/99
             70,000                        3.19500                     9/30/99
              8,000                        3.23750                    10/04/99
             60,400                        3.16090                    10/06/99
              8,000                        3.16720                    10/07/99
              5,000                        3.23750                    10/12/99
              3,700                        3.17500                    10/15/99
              4,100                        3.17500                    10/18/99
             18,300                        3.27750                    10/20/99
             15,000                        3.09170                    10/21/99
              7,000                        3.16500                    10/22/99
             23,000                        3.18320                    10/22/99




<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 38 of 44 Pages
------------------------------               -----------------------------------

      Shares of Common Stock               Price Per                  Date of
             Purchased                       Share                   Purchase
             ---------                       -----                   --------

               4,200                       3.16500                    10/26/99
              10,000                       3.17500                    10/27/99
             212,700                       3.13273                    10/27/99
               3,000                       3.22750                    10/28/99
              25,000                       3.26750                    10/28/99
               1,200                       3.29000                    11/05/99
              10,000                       3.29000                    11/08/99
              28,000                       3.30000                    11/08/99
               2,400                       3.28000                    11/09/99
              13,100                       3.27237                    11/11/99
               2,700                       3.28000                    11/12/99
               7,500                       3.30000                    11/12/99
               5,000                       3.23750                    11/15/99
               5,000                       3.30000                    11/16/99
              65,900                       3.39500                    11/16/99
               7,000                       3.30000                    11/23/99
              15,000                       3.34250                    11/24/99
             355,000                       3.27000                    12/07/99


      Shares of Common Stock               Price Per                  Date of
             Purchased                       Share                   Purchase
             ---------                       -----                   --------

                            NEWCASTLE PARTNERS, L.P.

               1,000                       3.31000                    11/15/99
               6,000                       3.31000                    11/16/99
               3,200                       3.29500                    11/24/99
               2,000                       3.29500                    11/26/99
               2,000                       3.29500                    11/29/99
               1,900                       3.29500                    11/30/99
               5,100                       3.29088                    12/01/99
               2,000                       3.29000                    12/02/99
              15,000                       3.30630                    12/03/99




<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 39 of 44 Pages
------------------------------               -----------------------------------


              21,000                       3.29000                    12/06/99
              205,000                      3.27049                    12/07/99


                             WARREN G. LICHTENSTEIN

                                     NONE(2)


                                 MARK E. SCHWARZ

                                     NONE(3)


                               JAMES R. HENDERSON.
                               -------------------

                                      NONE


                                   GLEN KASSAN

                                      NONE


                                  HAROLD SMITH

                                      NONE

--------
     2   By  virtue  of  his  position  with  Steel   Partners  II,  L.P.,   Mr.
         Lichtenstein  has the power to vote and dispose of the Company's Shares
         owned by Steel  Partners  II, L.P.  Accordingly,  Mr.  Lichtenstein  is
         considered the  beneficial  owner of the Shares of the Company owned by
         Steel Partners II, L.P.

     3   By virtue of his position with  Newcastle  Partners,  L.P., Mr. Schwarz
         has the power to vote and  dispose  of the  Company's  Shares  owned by
         Newcastle  Partners,  L.P.  Accordingly,  Mr. Schwarz is considered the
         beneficial  owner of the  Shares  of the  Company  owned  by  Newcastle
         Partners, L.P.



<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 40 of 44 Pages
------------------------------               -----------------------------------


                                   SCHEDULE II

               SHARES OF COMMON STOCK HELD BY COMPANY'S MANAGEMENT
                            AND 5% OR GREATER HOLDERS

         As of October 5, 2000,  the  directors  and  executive  officers of the
Company  beneficially owned (within the meaning of the rules under Section 13(d)
of the Exchange Act), as a group, 1,013,910 Shares (or approximately 8.3% of the
Shares reported as outstanding on such date). The Tandycrafts Retirement Savings
Plan beneficially  owns 1,769,178 Shares (or  approximately  14.7% of the Shares
reported  as  outstanding  on such date).  The  foregoing  information  has been
obtained from the Company's preliminary proxy statement filed October 10, 2000.

         Based on  information  obtained  from the Company's  preliminary  proxy
statement  filed October 10, 2000, and more recent Schedule 13D and Schedule 13G
filings, the following table shows the only entities, other than as set forth in
the preceding paragraph, that owned more than 5% of the outstanding Shares as of
the dates indicated.

<TABLE>
<CAPTION>

                                                  Number of Shares
                                                       Owned                Percentage of
                Name and Address of              Beneficially and of         Outstanding
                 Beneficial Owner                      Record                 Shares(1)
                ------------------                    --------               ----------
<S>                                                 <C>                         <C>
The Tandycrafts Full Value Committee                1,801,300(2)                14.8%
150 East 52nd Street, 21st Floor
New York, New York 10022
Steel Partners II, L.P.                              1,537,100                  12.8%
150 East 52nd Street, 21st Floor
New York, New York 10022
Summit Capital Management, LLC                       879,000(3)                  7.2%
601 Union Street, Suite 3900
Seattle, Washington 98101
Dimensional Fund Advisors, Inc.                      858,000(4)                  7.0%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
</TABLE>

---------------------

(1)      Based on information  furnished by the stockholder  except as otherwise
         provided.
(2)      Based on Schedule 13D,  dated  October 5, 2000,  The  Tandycrafts  Full
         Value  Committee  is deemed to have  beneficial  ownership of 1,801,300
         Shares,  1,537,100 of which are held by Steel  Partners  II, L.P.,  and
         264,200 of which are held by Newcastle Partners, L.P.
(3)      Based on Schedule 13G, dated February 11, 2000.
(4)      Based on Schedule 13G, dated February 4, 2000.

         Other than as set forth in this  schedule,  although the Committee does
not have any information  that would indicate that any information  contained in
this Consent Statement that has been taken from the Company's  preliminary proxy
statement  filed  October  10,  2000 or any  other  document  on file  with  the
Securities and Exchange  Commission is inaccurate or  incomplete,  the Committee
does  not take any  responsibility  for the  accuracy  or  completeness  of such
information.



<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 41 of 44 Pages
------------------------------               -----------------------------------


                                    IMPORTANT


         1. If your Shares are kept at your brokerage firm or bank, and they are
registered in your brokerage  firm's or your bank's name,  please send back only
the enclosed BLUE Consent Card in the special envelope provided.

         2. If your Shares are  registered in your own name,  please sign,  date
and return the enclosed BLUE Card to MacKenzie Partners, Inc.

         3. Time is critically  short.  Only your latest dated BLUE Consent Card
will count.

         4. If your  Shares  are  held in the  name of a  brokerage  firm,  bank
nominee or other institution,  only it can sign a BLUE Consent Card with respect
to your Shares.  Accordingly,  please  contact the person  responsible  for your
account and give instructions for a BLUE Consent Card to be signed  representing
your Shares.

         If you  have  any  questions  about  giving  your  consent  or  require
assistance in voting your Shares, please call:

                         [MACKENZIE PARTNERS, INC. LOGO]
                                156 FIFTH AVENUE
                            NEW YORK, NEW YORK 10010
                       E-MAIL: [email protected]
                          (212) 929-5500 (CALL COLLECT)

                                       OR

                          CALL TOLL FREE (800) 322-2885



<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 42 of 44 Pages
------------------------------               -----------------------------------


                     PRELIMINARY COPY SUBJECT TO COMPLETION
                             DATED OCTOBER 20, 2000

                                  CONSENT CARD

                  Consent by Stockholders of Tandycrafts, Inc.
                           To Action Without a Meeting

THIS CONSENT IS SOLICITED BY THE TANDYCRAFTS FULL VALUE COMMITTEE

         The  undersigned,  a stockholder  of record of  Tandycrafts,  Inc. (the
"Company")  hereby  consents,  pursuant to Section 228 of the  Delaware  General
Corporation Law, with respect to all shares of Common Stock, par value $1.00 per
share,  of the  Company  which  the  undersigned  is  entitled  to  vote  in all
capacities,  to the following action without a meeting, without prior notice and
without a vote:


                  RESOLVED,  that,  in the best  interests of the  Company,  the
                  removal of all of the incumbent members of the Company's Board
                  of  Directors,  without  cause,  including the removal of R.E.
                  Cox, III, Jack Kahl,  Sheldon Stein,  Michael J. Walsh,  Colon
                  Washburn,  and any person or  persons  elected to the Board of
                  Directors by the  Directors to fill any vacancy  arising since
                  the last  annual  meeting of  stockholders,  or newly  created
                  directorship, is hereby approved.

      CONSENT                     CONSENT WITHHELD                     ABSTAINS
-----                      ------                               ------

                  RESOLVED, that the number of members of the Board of Directors
                  of the Company be fixed at five (5).

      CONSENT                     CONSENT WITHHELD                     ABSTAINS
-----                      ------                               ------

                  RESOLVED,  that the slate of nominees of the Tandycrafts  Full
                  Value  Committee,  Warren G.  Lichtenstein,  Mark E.  Schwarz,
                  James  R.  Henderson,   Glen  Kassan  and  Harold  Smith  (the
                  "Nominees"),  are hereby  elected to the Board of Directors of
                  the Company to fill the newly  created  vacancies on the Board
                  of Directors,  and to serve until their respective  successors
                  are duly elected and qualified.

      CONSENT                     CONSENT WITHHELD                     ABSTAINS
-----                      ------                               ------





<PAGE>
------------------------------               -----------------------------------
US CIP No. 875386104               13D          Page 43 of 44 Pages
------------------------------               -----------------------------------



         To withhold consent to a proposed  Nominee,  specify the Nominee in the
following space:

          ------------------------------------------------------------

INSTRUCTIONS: Check the appropriate box above to consent or withhold consent to,
or abstain from, the foregoing resolutions.

         If no box is  marked  with  respect  to  either  or each  of the  above
resolutions,  the  undersigned  will be deemed to consent to such  resolution or
resolutions.

(This Consent card is continued on the reverse side.  Please mark, sign and date
this Consent card on the reverse side before  returning  the Consent card in the
enclosed envelope.)



<PAGE>
------------------------------               -----------------------------------
CUSIP No. 875386104               13D          Page 44 of 44 Pages
------------------------------               -----------------------------------


                  IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this
shareholder action on the date set forth below.


                                Date:___________________________________________



                                ------------------------------------------------
                                Signature of Stockholder


                                ------------------------------------------------
                                Signature (if held jointly)


                                ------------------------------------------------
                                Name and Title of Representative (if applicable)


                                IMPORTANT NOTE TO STOCKHOLDERS:
                                Please   sign   exactly   as  your   shares  are
                                registered.  Joint owners should both sign. When
                                signing  as  executor,  trustee,  administrator,
                                guardian,     officer    of    a    corporation,
                                attorney-in-fact  or in any other  fiduciary  or
                                representative  capacity,  please give your full
                                name. This consent, when executed, will vote all
                                shares held in all  capacities.  Be sure to date
                                this Consent Card.

                          **THIS IS YOUR CONSENT CARD**





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