May 21, 1997
Dear Shareholder:
Your Board of Directors has voted to adopt a new shareholder' rights plan
("the "Plan") pursuant to which the Company will distribute one new Common Stock
purchase right (a "Right") for each share of Tandycrafts Common Stock
outstanding as of May 29, 1997 (the "Record Date"). Under the Plan, each
shareholder of record as of that date will receive one Right for each share of
Common Stock held. Initially, the Right will not be exercisable and will
automatically trade with Common Stock. Accordingly, separate Rights
certificates will not be sent to you at this time.
The Plan and the Rights are described in more detail in the attached
Summary of Rights to Purchase Shares of Tandycrafts, Inc. Common Stock.
Your Board of Directors is taking these actions to enhance shareholder
value. The Plan requires that any potential acquiror seeking to obtain control
of Tandycrafts treat all Tandycrafts shareholders fairly and equally and is
expected to deter the use of coercive takeover tactics.
The Board has been considering adopting a plan for several weeks. The
Board is not aware of any actual effort to acquire control of Tandycrafts and
the new Plan is not being adopted in response to any specific event. We believe
that the current market price of Tandycrafts Common Stock and the Company's
prospects make the adoption of the Plan prudent at this time.
The Plan and the Rights will not in any way affect Tandycrafts financial
strength or interfere with its ongoing business plans. The dividend of the
Rights is not currently taxable to Tandycrafts or its shareholders. The
distribution will not dilute your holdings or Tandycrafts' reported earnings per
share in any manner, nor will it change the way Tandycrafts Common Stock is
traded.
The Board of Directors firmly believes the shareholders' rights plan is in
the best interest of Tandycrafts and it shareholders. If you have any
questions, we invite you to call Michael J. Walsh at (817) 551-9600.
Sincerely,
/s/ R.E. Cox, III
--------------------
R.E. Cox, III
Chairman of the Board
SUMMARY OF RIGHTS TO PURCHASE
SHARES OF TANDYCRAFTS, INC. COMMON STOCK
On May 19, 1997, the Board of Directors of Tandycrafts, Inc. (the
"Company") declared a dividend of one common share purchase right (a "Right")
for each outstanding share of common stock, $1.00 par value per share (the
"Common Shares"), of the Company. The dividend was made to the shareholders of
record at the close of business on May 29, 1997 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company one Common Share, at
a price of $30.00 (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement dated as
of May 19, 1997 (the "Rights Agreement") between the Company and ChaseMellon
Shareholder Services, L.L.C. as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) ten Business Days following a public
announcement that a person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, beneficial ownership of 15% or more
of the outstanding Common Shares (an "Acquiring Person") or (ii) ten Business
Days following the commencement of, or announcement of an intention to make, a
tender offer or exchange offer, the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of such outstanding
Common Shares (the earlier of such dates being the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of this Summary of Rights attached to the certificate. A majority of the
Continuing Directors (not associated with Acquiring Person) may in their
discretion vote to extend the Distribution Date.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding even without such notation or a copy of this Summary
of Rights being attached to such Certificate, will also constitute the transfer
of the Rights associated with the Common Shares represented by such certificate.
As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights (the "Right Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the Distribution Date
and such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on May 19, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed by the
Company, in each case, as described below.
The Purchase Price payable and the number of Common Shares or other
securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination, or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion price, less than the then
current market price of the Common Shares or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets or of
subscription rights or warrants (other than those referred to above).
In the event that any person or entity becomes an Acquiring Person (the
beneficial owner of 15% or more of the Common Shares), provision will be made so
that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will then be void), will have the right to purchase from
the Company upon exercise that number of Common Shares having a market value of
two times the applicable exercise price of the Right ($30.00).
The Rights Agreement excludes from the definition of Acquiring Persons
Persons who certify to the Company that they inadvertently acquired in excess of
14.9% of the outstanding Common Shares and thereafter divest such excess Common
Shares or who acquire 15% or more of the Common Shares in a Permitted
Transaction. A "Permitted Transaction" is a stock acquisition or tender or
exchange offer pursuant to a definitive agreement which would result in a person
beneficially owning 15% or more of the Common Shares and which has been approved
by the Board of Directors (including a majority of the Continuing Directors)
prior to the execution of the agreement or the public announcement of the offer.
In the event that the Company is acquired in a merger or other business
combination transaction, or 50% or more of its consolidated assets or earning
power are sold, proper provisions will be made so that each holder of a Right
will have the right to purchase from the acquiring company, upon the exercise of
the Right at the then applicable exercise price, that number of shares of common
stock of the acquiring company that at the time of such transaction will have a
market value of two times the applicable exercise price of the Right ($30.00).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Common Shares will be issued and, in lieu of
such fractional shares, an adjustment in cash will be made based on the market
price of the Common Shares on the last trading day prior to the date of
exercise.
After a person becomes an Acquiring Person, the Company's Board of
Directors may exchange the Rights, other than those Rights owned by the
Acquiring Person, in whole or in part, at an exchange ratio of one share of
Common Stock per Right, subject to adjustment. However, the Board of Directors
cannot conduct an exchange at any time after any Person, together with its
Affiliates and Associates, becomes the Beneficial Owner of 50% or more of the
outstanding Common Stock.
At any time prior to a Distribution Date, a Requisite Majority may redeem
the Rights in whole, but not in part, at a price of $0.01 per Right (the
"Redemption Price"). In addition, the Board of Directors may extend or reduce
the period during which the Rights are redeemable, so long as the Rights are
redeemable at the time of such extension or reduction. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to extend the Final Expiration Date, except that from and after the date any
Person becomes an Acquiring Person, no such amendment may adversely affect the
economic interests of the holders of the Rights.
Until a Right is exercised, the holder of the Right, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote, or to receive dividends.