0001193125-13-433118.txt : 20131107 0001193125-13-433118.hdr.sgml : 20131107 20131107170753 ACCESSION NUMBER: 0001193125-13-433118 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131107 DATE AS OF CHANGE: 20131107 GROUP MEMBERS: BC ADVISORS, LLC GROUP MEMBERS: BD PARTNERS V, L.P. GROUP MEMBERS: BECKER DRAPKIN PARTNERS (QP), L.P. GROUP MEMBERS: BECKER DRAPKIN PARTNERS, L.P. GROUP MEMBERS: MATTHEW A. DRAPKIN GROUP MEMBERS: STEVEN R. BECKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TUESDAY MORNING CORP/DE CENTRAL INDEX KEY: 0000878726 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 752398532 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42341 FILM NUMBER: 131201554 BUSINESS ADDRESS: STREET 1: 6250 LBJ FREEWAY CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2143873562 MAIL ADDRESS: STREET 1: 6250 LBJ FREEWAY CITY: DALLAS STATE: TX ZIP: 75240 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Becker Drapkin Management, L.P. CENTRAL INDEX KEY: 0001346543 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 756-6016 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: SRB Management, L.P. DATE OF NAME CHANGE: 20051209 SC 13D/A 1 d626852dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

 

 

TUESDAY MORNING CORPORATION

(Name of Issuer)

 

 

 

Common Stock

(Title of Class of Securities)

 

899035505

(CUSIP Number)

 

Becker Drapkin Management, L.P.

Attn: Steven R. Becker

Attn: Matthew A. Drapkin

500 Crescent Court, Suite 230

Dallas, Texas 75201

(214) 756-6156

 

With a copy to:

 

Taylor H. Wilson

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651 - 5615

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 5, 2013

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*   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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 899035505  

 

  1.   

Names of Reporting Persons

 

Becker Drapkin Management, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF, OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

771,251

     8.   

Shared Voting Power

 

1,273,001

     9.   

Sole Dispositive Power

 

771,251

   10.   

Shared Dispositive Power

 

1,273,001

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,044,252

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

 

Percent of Class Represented by Amount in Row (11)

 

4.74%

14.

 

Type of Reporting Person (See Instructions)

 

IA, PN

 


CUSIP No. 899035505  

 

  1.   

Names of Reporting Persons

 

Becker Drapkin Partners (QP), L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

738,184

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

738,184

   10.   

Shared Dispositive Power

 

0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

738,184

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

 

Percent of Class Represented by Amount in Row (11)

 

1.71%

14.

 

Type of Reporting Person (See Instructions)

 

PN

 


CUSIP No. 899035505  

 

  1.   

Names of Reporting Persons

 

Becker Drapkin Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

102,454

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

102,454

   10.   

Shared Dispositive Power

 

0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

102,454

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

 

Percent of Class Represented by Amount in Row (11)

 

0.24%

14.

 

Type of Reporting Person (See Instructions)

 

PN

 


CUSIP No. 899035505  

 

  1.   

Names of Reporting Persons

 

BD Partners V, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

432,363

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

432,363

   10.   

Shared Dispositive Power

 

0

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

432,363

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

 

Percent of Class Represented by Amount in Row (11)

 

1.00%

14.

 

Type of Reporting Person (See Instructions)

 

PN

 


CUSIP No. 899035505  

 

  1.   

Names of Reporting Persons

 

BC Advisors, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF, OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Texas

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

2,044,252

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

2,044,252

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,044,252

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

 

Percent of Class Represented by Amount in Row (11)

 

4.74%

14.

 

Type of Reporting Person (See Instructions)

 

OO

 


CUSIP No. 899035505  

 

  1.   

Names of Reporting Persons

 

Steven R. Becker

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF, OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

22,1861

     8.   

Shared Voting Power

 

2,044,252

     9.   

Sole Dispositive Power

 

22,1861

   10.   

Shared Dispositive Power

 

2,044,252

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,066,4381

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

 

Percent of Class Represented by Amount in Row (11)

 

4.80%

14.

 

Type of Reporting Person (See Instructions)

 

IN

 

1  Includes 5,000 shares of common stock of the issuer that the reporting person has the right to acquire within 60 days of the date of this Schedule 13D pursuant to stock options to acquire shares of common stock of the issuer.


CUSIP No. 899035505  

 

  1.   

Names of Reporting Persons

 

Matthew A. Drapkin

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x

(b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

AF, OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

     7.    

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

2,044,252

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

2,044,252

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,044,252

12.

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.

 

Percent of Class Represented by Amount in Row (11)

 

4.74%

14.

 

Type of Reporting Person (See Instructions)

 

IN

 


This Amendment No. 8 to Schedule 13D (this “Amendment”) is filed by and on behalf of each of the Reporting Persons to amend the Schedule 13D related to the Common Stock, $0.01 par value (the “Common Stock”), of Tuesday Morning Corporation, a Delaware corporation (the “Issuer”).previously filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on June 6, 2012, as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed on June 26, 2012, Amendment No. 2 to the Schedule 13D filed on July 2, 2012, Amendment No. 3 to the Schedule 13D filed on September 14, 2012, Amendment No. 4 to the Schedule 13D filed on October 26, 2012, Amendment No. 5 to the Schedule 13D filed on November 7, 2012, Amendment No. 6 to the Schedule 13D filed on May 10, 2013 and Amendment No. 7 to the Schedule 13D filed on August 27, 2013 (as amended, the “Schedule 13D”). This Amendment reflects (i) changes to beneficial ownership as a result of the disposition of shares of Common Stock by the Reporting Persons and (ii) that the Reporting Persons ceased to be beneficial owners of more than five percent of the shares of Common Stock. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

(b) Number of shares as to which each Reporting Person has:

 

  (i) sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

 

  (ii) shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.

 

  (iii) sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

 

  (iv) shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

The Becker Drapkin Funds, the Managed Account and Mr. Becker are the record and direct beneficial owners of the securities covered by this Schedule 13D.

Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by Becker Drapkin QP (the “Becker Drapkin QP Shares”). Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares, BD Partners V Shares and the Managed Account Shares.


Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by Becker Drapkin, L.P. (the “Becker Drapkin, L.P. Shares”). Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares, BD Partners V Shares and the Managed Account Shares.

BD Partners V has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of Common Stock beneficially owned by BD Partners VI (the “BD Partners V Shares”, and together with the Becker Drapkin QP Shares and the Becker Drapkin, L.P. Shares, the “Becker Drapkin Funds Shares”). BD Partners V disclaims beneficial ownership of the Becker Drapkin, L.P. Shares, Becker Drapkin QP Shares and the Managed Account Shares.

As general partner of BD Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BD Management. BCA does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by BD Management.

As co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA. Mr. Becker and Mr. Drapkin each disclaim beneficial ownership of any shares of Common Stock beneficially owned by BCA.

Mr. Becker owns (i) 17,186 shares of Common Stock (the “Becker Shares”) and (ii) 5,000 options to purchase Common Stock (the “Options”) and, in each case, which were granted to him pursuant to the Tuesday Morning Corporation 2004 Long-Term Equity Incentive Plan. Each of the Reporting Persons (other than Mr. Becker) disclaims beneficial ownership over the Becker Shares and the Options.

As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the disposition of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares. BD Management in its capacity as investment manager for the Managed Account has the sole power to vote or direct the vote of (and to dispose or direct the disposition of) any shares of Common Stock beneficially owned by the Managed Account (the “Managed Account Shares”). BD Management disclaims beneficial ownership of the Becker Drapkin Funds Shares and the Managed Account Shares.

As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5.

(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock within the last 60 days, all of which were brokered transactions, are set forth below.

 

Transaction

Date

   Effecting
Person(s)
   Shares
Acquired
   Shares
Disposed
     Price
Per Share
    Description
of Transaction

11/05/2013

   BD Partners V         104,917       $ 13.2331 (1)    Open Market Transaction

11/05/2013

   Becker Drapkin QP         179,126       $ 13.2331 (1)    Open Market Transaction

11/05/2013

   Becker Drapkin, L.P.         24,861       $ 13.2331 (1)    Open Market Transaction

11/05/2013

   BD Management         187,151       $ 13.2331 (1)    Open Market Transaction

11/06/2013

   BD Partners V         54,060       $ 12.8066 (1)    Open Market Transaction

11/06/2013

   Becker Drapkin QP         92,298       $ 12.8066 (1)    Open Market Transaction

11/06/2013

   Becker Drapkin, L.P.         12,810       $ 12.8066 (1)    Open Market Transaction

11/06/2013

   BD Management         96,432       $ 12.8066 (1)    Open Market Transaction

11/07/2013

   BD Partners V         14,897       $ 12.5911 (1)    Open Market Transaction

11/07/2013

   Becker Drapkin QP         25,433       $ 12.5911 (1)    Open Market Transaction

11/07/2013

   Becker Drapkin, L.P.         3,530       $ 12.5911 (1)    Open Market Transaction

11/07/2013

   BD Management         26,573       $ 12.5911 (1)    Open Market Transaction

 

(1) Excluding commissions of $0.04 per share.


(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.

(e) The Reporting Persons ceased to be beneficial owners of more than five percent of the shares of Common Stock on November 6, 2013.”

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

 

Exhibit

  

Description of Exhibit

24.1    Power of Attorney, dated August 27, 2013 (incorporated by reference to Exhibit 24.1 to the Schedule 13D relating to the Common Stock of the Issuer filed on August 27, 2013 by the Reporting Persons with the SEC)
99.1    Joint Filing Agreement, dated August 27, 2013 (incorporated by reference to Exhibit 99.1 to the Schedule 13D relating to the Common Stock of the Issuer filed on August 27, 2013 by the Reporting Persons with the SEC)
99.2    Letter, dated June 5, 2012, to Board of Directors of Tuesday Morning Corporation from Becker Drapkin Management, L.P (incorporated by reference to Exhibit 1 to the Schedule 13D relating to the Common Stock of the Issuer filed on June 6, 2012 by the Reporting Persons with the SEC)
99.3    Agreement, dated June 29, 2012, by and among Tuesday Morning Corporation; Steven R. Becker; Matthew A. Drapkin; BC Advisors, LLC; Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; and BD Partners V, L.P. (incorporated by reference to Exhibit 1 to the Schedule D relating to the Common Stock of the Issuer filed on July 2, 2012 by the Reporting Persons with the SEC)
99.4    Stock Purchase Plan, dated September 13, 2012, by and between Becker Management, L.P. and Knight Capital Americas LLC (incorporated by reference to Exhibit 1 to the Schedule D relating to the Common Stock of the Issuer filed on September 14, 2012 by the Reporting Persons with the SEC)
99.5    Stock Purchase Plan, dated May 9, 2013, by and between Becker Drapkin Management, L.P. and Janney Montgomery Scott, LLC (incorporated by reference to Exhibit 1 to the Schedule D relating to the Common Stock of the Issuer filed on May 10, 2013 by the Reporting Persons with the SEC)”


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: November 7, 2013     BECKER DRAPKIN MANAGEMENT, L.P.
    By:   BC Advisors, LLC
    Its:   General Partner
    By:   /s/ Ashley Sekimoto
    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    BECKER DRAPKIN PARTNERS (QP), L.P.
    By:   Becker Drapkin Management, L.P.
    Its:   General Partner
    By:   BC Advisors, LLC
    Its:   General Partner
    By:   /s/ Ashley Sekimoto
    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    BECKER DRAPKIN PARTNERS, L.P.
    By:   Becker Drapkin Management, L.P.
    Its:   General Partner
    By:   BC Advisors, LLC
    Its:   General Partner
    By:   /s/ Ashley Sekimoto
    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    BD PARTNERS V, L.P.
    By:   Becker Drapkin Management, L.P.
    Its:   General Partner
    By:   BC Advisors, LLC
    Its:   General Partner
    By:   /s/ Ashley Sekimoto
    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact
    BC ADVISORS, LLC
    By:   /s/ Ashley Sekimoto
    Name:   Ashley Sekimoto
    Title:   Attorney-in-Fact


STEVEN R. BECKER
/s/ Ashley Sekimoto
Name:   Ashley Sekimoto
Title:   Attorney-in-Fact
MATTHEW A. DRAPKIN
/s/ Ashley Sekimoto
Name:   Ashley Sekimoto
Title:   Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

24.1    Power of Attorney, dated August 27, 2013 (incorporated by reference to Exhibit 24.1 to the Schedule 13D relating to the Common Stock of the Issuer filed on August 27, 2013 by the Reporting Persons with the SEC)
99.1    Joint Filing Agreement, dated August 27, 2013 (incorporated by reference to Exhibit 99.1 to the Schedule 13D relating to the Common Stock of the Issuer filed on August 27, 2013 by the Reporting Persons with the SEC)
99.2    Letter, dated June 5, 2012, to Board of Directors of Tuesday Morning Corporation from Becker Drapkin Management, L.P (incorporated by reference to Exhibit 1 to the Schedule 13D relating to the Common Stock of the Issuer filed on June 6, 2012 by the Reporting Persons with the SEC)
99.3    Agreement, dated June 29, 2012, by and among Tuesday Morning Corporation; Steven R. Becker; Matthew A. Drapkin; BC Advisors, LLC; Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; and BD Partners V, L.P. (incorporated by reference to Exhibit 1 to the Schedule D relating to the Common Stock of the Issuer filed on July 2, 2012 by the Reporting Persons with the SEC)
99.4    Stock Purchase Plan, dated September 13, 2012, by and between Becker Management, L.P. and Knight Capital Americas LLC (incorporated by reference to Exhibit 1 to the Schedule D relating to the Common Stock of the Issuer filed on September 14, 2012 by the Reporting Persons with the SEC)
99.5    Stock Purchase Plan, dated May 9, 2013, by and between Becker Drapkin Management, L.P. and Janney Montgomery Scott, LLC (incorporated by reference to Exhibit 1 to the Schedule D relating to the Common Stock of the Issuer filed on May 10, 2013 by the Reporting Persons with the SEC)