================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
FORM 8-K
- --------------------------------------------------------------------------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 31, 2002 1-7258
--------------------------------- --------------------------
(Date of earliest report) (Commission File Number)
TANDYCRAFTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1475224
--------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Grammercy Center,
6815 Manhattan, Suite 105,
Fort Worth, Texas 76120
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(817) 446-0787
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
1400 Everman Parkway,
Fort Worth, Texas 76140
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
================================================================================
Item 2. Acquisition or Distribution of Assets.
- ------ --------------------------------------
On December 31, 2002, Registrant, together with its wholly owned
subsidiaries Tandyarts, Inc. and TAC Holdings, Inc., consummated the sale of
substantially all of their assets (together with the assumption of certain
liabilities), under section 363 of the Bankruptcy Code, to an affiliate of
Newcastle Partners, LP, a Dallas based investment fund. The purchase price for
the assets, which was approved in mid-December by the Delaware Bankruptcy Court
administering Registrant's chapter 11 cases, was $22,650,000 (plus certain
assumed liabilities). Approximately $20,400,000 was paid to satisfy obligations
of certain pre-petition secured creditors of Registrant.
With the completion of the sale, Registrant expects to file shortly
with the Bankruptcy Court a chapter 11 plan of liquidation that will distribute
the remaining sale proceeds (after appropriate holdbacks for ongoing costs of
administering the chapter 11 cases) and any other remaining estate assets to
creditors in accordance with the requirements of the Bankruptcy Code. It is
expected that there will be no distributions to Registrant's common stockholders
under such plan and that all of Registrant's common stock will be cancelled.
Mark Schwartz, a director of Registrant, is the managing partner of
Newcastle Partners, L.P.
Item 7. Financial Statements and Exhibits.
- ------- ----------------------------------
Exhibit 1. Asset Purchase Agreement dated as of November 22, 2002
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TANDYCRAFTS, INC.
Dated December 31, 2002 By: s/ Michael J. Walsh
-----------------------------
Michael J. Walsh
President
3