-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VGLpviEEvXG1ihIx6S3CPrpJso8agzARisfwg7SH8VD6u9XFTZhX+4O5mdftCHEZ 36/9cydf8b5OEkxeW5Vgsw== 0001144204-10-044665.txt : 20100816 0001144204-10-044665.hdr.sgml : 20100816 20100816162501 ACCESSION NUMBER: 0001144204-10-044665 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100816 DATE AS OF CHANGE: 20100816 GROUP MEMBERS: ANDREW SHPIZ GROUP MEMBERS: GREGORY BYLINSKY GROUP MEMBERS: JEFFERSON GRAMM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TANDY LEATHER FACTORY INC CENTRAL INDEX KEY: 0000909724 STANDARD INDUSTRIAL CLASSIFICATION: LEATHER & LEATHER PRODUCTS [3100] IRS NUMBER: 752543540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46536 FILM NUMBER: 101020087 BUSINESS ADDRESS: STREET 1: 3847 EAST LOOP STREET 2: 820 SOUTH CITY: FT WORTH STATE: TX ZIP: 76119 BUSINESS PHONE: 8174964414 MAIL ADDRESS: STREET 1: 3847 EAST LOOP STREET 2: 820 SOUTH CITY: FT WORTH STATE: TX ZIP: 76119 FORMER COMPANY: FORMER CONFORMED NAME: LEATHER FACTORY INC DATE OF NAME CHANGE: 19930723 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bandera Partners LLC CENTRAL INDEX KEY: 0001399386 IRS NUMBER: 205269850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 26 BROADWAY, SUITE 1607 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2122324582 MAIL ADDRESS: STREET 1: 26 BROADWAY, SUITE 1607 CITY: NEW YORK STATE: NY ZIP: 10004 SC 13G/A 1 v194250_sc13ga.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*


Tandy Leather Factory, Inc.

(Name of Issuer)

Common Stock, par value $0.0024 per share

(Title of Class of Securities)

87538X105

(CUSIP Number)

August 12, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨Rule 13d-1(b)

xRule 13d-1(c)

¨Rule 13d-1(d)
 
*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 the disclosures provided in a prior cover page.

The information required in 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).
 
Page 1 of 14 Pages

 
CUSIP No. 87538X105
 
Schedule 13G
 
1) NAMES OF REPORTING PERSONS
Bandera Partners LLC
   
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
    INSTRUCTIONS)
 
(a) ¨
 
(b) x
   
3) SEC USE ONLY
 
4) CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
5)  SOLE VOTING POWER
1,922,869
SHARES
   
BENEFICIALLY
6)  SHARED VOTING POWER
0
OWNED BY
   
EACH
7)  SOLE DISPOSITIVE POWER
1,922,869
REPORTING
   
PERSON WITH
8) SHARED DISPOSITIVE POWER
 
0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
1,922,869
     BY EACH REPORTING PERSON
 
 
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 
  CERTAIN SHARES (SEE INSTRUCTIONS)
 
¨
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
18.8%
12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO

 
Page 2 of 14 Pages

 
 
CUSIP No. 87538X105
 
Schedule 13G
 
1) NAMES OF REPORTING PERSONS
Gregory Bylinsky
   
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
    INSTRUCTIONS)
 
(a) ¨
 
(b) x
   
3) SEC USE ONLY
 
4) CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
5)  SOLE VOTING POWER
0
SHARES
   
BENEFICIALLY
6)  SHARED VOTING POWER
1,922,869
OWNED BY
   
EACH
7)  SOLE DISPOSITIVE POWER
0
REPORTING
   
PERSON WITH
8) SHARED DISPOSITIVE POWER
 
1,922,869
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
1,922,869
     BY EACH REPORTING PERSON
 
 
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 
  CERTAIN SHARES (SEE INSTRUCTIONS)
 
¨
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
18.8%
12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
Page 3 of 14 Pages

 
 
CUSIP No. 87538X105
 
Schedule 13G
 
1) NAMES OF REPORTING PERSONS
Jefferson Gramm
   
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
    INSTRUCTIONS)
 
(a) ¨
 
(b) x
   
3) SEC USE ONLY
 
4) CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
5)  SOLE VOTING POWER
0
SHARES
   
BENEFICIALLY
6)  SHARED VOTING POWER
1,922,869
OWNED BY
   
EACH
7)  SOLE DISPOSITIVE POWER
0
REPORTING
   
PERSON WITH
8) SHARED DISPOSITIVE POWER
 
1,922,869
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
1,922,869
     BY EACH REPORTING PERSON
 
 
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 
  CERTAIN SHARES (SEE INSTRUCTIONS)
 
¨
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
18.8%
12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
Page 4 of 14 Pages

 
 
CUSIP No. 87538X105
 
Schedule 13G
 
1) NAMES OF REPORTING PERSONS
Andrew Shpiz
   
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
    INSTRUCTIONS)
 
(a) ¨
 
(b) x
   
3) SEC USE ONLY
 
4) CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
5)  SOLE VOTING POWER
-0-
SHARES
   
BENEFICIALLY
6)  SHARED VOTING POWER
 1,922,869
OWNED BY
   
EACH
7)  SOLE DISPOSITIVE POWER
-0-
REPORTING
   
PERSON WITH
8) SHARED DISPOSITIVE POWER
 
 1,922,869
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 1,922,869
     BY EACH REPORTING PERSON
 
 
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 
  CERTAIN SHARES (SEE INSTRUCTIONS)
 
¨
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
18.8%
12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

 
Page 5 of 14 Pages

 
 

Item 1(a). 
Name of Issuer:                                     Tandy Leather Factory, Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices:

1900 Southeast Loop 820
Fort Worth, Texas  76140

Item 2(a).   
Name of Person Filing:
 
This Schedule is being filed jointly by the following reporting persons (hereinafter sometimes collectively referred to as the “Reporting Persons”) pursuant to an Agreement of Joint Filing attached as Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission on March 22, 2010:

(i)       Bandera Partners LLC, a Delaware limited liability company (“Bandera Partners”);

(ii)      Gregory Bylinsky;

(iii)     Jefferson Gramm; and

(iv)     Andrew Shpiz.

 
Bandera Partners, Mr. Bylinsky, Mr. Gramm and Mr. Shpiz are filing this Schedule with respect to 1,922,869 shares of Common Stock, par value $0.0024 per share (the “Master Fund’s Shares”), directly owned by Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera Master Fund”).

 
Bandera Partners is the investment manager of Bandera Master Fund and may be deemed to have beneficial ownership over the Master Fund’s Shares by virtue of the sole and exclusive authority granted to Bandera Partners by Bandera Master Fund to vote and dispose of the Master Fund’s Shares.

 
Mr. Bylinsky, Mr. Gramm and Mr. Shpiz are Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners.



 
Page 6 of 14 Pages

 


Item 2(b).
Address of Principal Business Office or, if None, Residence:

 
The principal business office address of each of Bandera Partners, Gregory Bylinsky, Jefferson Gramm and Andrew Shpiz is:

50 Broad Street, Suite 1820
New York, New York 10004


Item 2(c).    
Citizenship:
 
 
The place of organization or citizenship of each of the Reporting Persons is as follows:

Name of Reporting Person
Place of Organization/Citizenship
Bandera Partners LLC
Delaware
Gregory Bylinsky
United States
Jefferson Gramm
United States
Andrew Shpiz
United States



Item 2(d).
Title of Class of Securities:  Common Stock, par value $0.0024 per share

Item 2(e). 
CUSIP Number: 87538X105

Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 
Not Applicable.


 
Page 7 of 14 Pages

 


Item 4.
Ownership.
                     

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(i)  Bandera Partners LLC

(a) Amount beneficially owned:
    1,922,869  
         
(b) Percent of class:
     18.8 %
         
(c) Number of shares as to which the person has:
       
         
(i) Sole power to vote or to direct the vote
    1,922,869  
 
       
(ii) Shared power to vote or to direct the vote
    0  
         
(iii) Sole power to dispose or to direct the disposition of
    1,922,869  
         
(iv) Shared power to dispose or to direct the disposition of
    0  
 
(ii)  Gregory Bylinsky

(a) Amount beneficially owned:
    1,922,869  
         
(b) Percent of class:
    18.8 %
         
(c) Number of shares as to which the person has:
       
         
(i) Sole power to vote or to direct the vote
    0  
         
(ii) Shared power to vote or to direct the vote
    1,922,869  
         
(iii) Sole power to dispose or to direct the disposition of
    0  
         
(iv) Shared power to dispose or to direct the disposition of
    1,922,869  

(iii)  Jefferson Gramm

(a) Amount beneficially owned:
    1,922,869  
         
(b) Percent of class:
    18.8 %
         
(c) Number of shares as to which the person has:
       
 
 
Page 8 of 14 Pages

 
 

(i) Sole power to vote or to direct the vote
    0  
         
(ii) Shared power to vote or to direct the vote
    1,922,869  
         
(iii) Sole power to dispose or to direct the disposition of
    0  
         
(iv) Shared power to dispose or to direct the disposition of
    1,922,869  

(iv)  Andrew Shpiz

(a) Amount beneficially owned:
    1,922,869  
         
(b) Percent of class:
    18.8 %
         
(c) Number of shares as to which the person has:
       
         
(i) Sole power to vote or to direct the vote
    0  
 
       
(ii) Shared power to vote or to direct the vote
    1,922,869  
         
(iii) Sole power to dispose or to direct the disposition of
    0  
         
(iv) Shared power to dispose or to direct the disposition of
    1,922,869  
 
The number of shares beneficially owned and the percentage of outstanding shares represented thereby for each Reporting Person have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.  The percentages of ownership described above are based on 10,254,442 shares of Common Stock issued and outstanding as of August 6, 2010, as reported in the issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 16, 2010.

Item 5.
Ownership of Five Percent or Less of a Class.

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.
 
 
 
o

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

 
The right to receive dividends from, or the proceeds from the sale of, the Master Fund’s Shares is held by Bandera Master Fund, a private investment fund for which Bandera Partners serves as investment manager.  Bandera Partners, Mr. Bylinsky, Mr. Gramm and Mr. Shpiz disclaim beneficial ownership of the Master Fund’s Shares reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.


 
Page 9 of 14 Pages

 
 

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.
Identification and Classification of Members of the Group.

Not Applicable.

Item 9.
Notice of Dissolution of Group.
 
Not Applicable.


 
Page 10 of 14 Pages

 


Item 10.       
Certification.
                    

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it is true, complete and correct.

Dated:  August 16, 2010
 
  BANDERA PARTNERS LLC  
       
 
By:
/s/ Gregory Bylinsky  
    Gregory Bylinsky  
    Managing Director  
       
 
 
Page 11 of 14 Pages

 


Item 10.       
Certification.
                    
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to him is true, complete and correct.

Dated:  August 16, 2010
 
 
/s/ Gregory Bylinsky  
 
 
Gregory Bylinsky

 
Page 12 of 14 Pages

 



Item 10.       
Certification.
                    
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to him is true, complete and correct.

Dated:  August 16, 2010
 
 
/s/ Jefferson Gramm           
 
 
Jefferson Gramm

 
Page 13 of 14 Pages

 



Item 10.       
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to him is true, complete and correct.

Dated:  August 16, 2010
 
 
/s/ Andrew Shpiz
 
 
Andrew Shpiz
 
 
Page 14 of 14 Pages

 

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