DEFN14A 1 form14a.htm NSL CAPITAL DEFN 14A 10-30-2008 form14a.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant:
 
Filed by a Party other than the Registrant         X
 
Check the appropriate box:

 
 
Preliminary Proxy Statement
     
o
 
Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
     
x
 
Definitive Proxy Statement
     
o
 
Definitive Additional Materials
     
o
 
Soliciting Material Pursuant to Rule 14a-12
 
Tandy Brands Accessories, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant) NSL Capital Management, LLC
Payment of Filing Fee (Check the appropriate box):
þ
 
No fee required.
o
 
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:
   
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 (set forth the amount on which the filing fee is calculated and state how it was determined):
   
4)
Proposed maximum aggregate value of transaction:
   
5)
Total fee paid:
o
 
Fee paid previously with preliminary materials.
o
 
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:
 


 
 

 
 
Preliminary Proxy Statement Subject to Completion dated October 1, 2008


2008 Annual Meeting of Stockholders

of Tandy Brands Accessories, Inc.

 
 

 
 
Preliminary Proxy Statement of
   
 
NSL Capital Management, LLC
   
 
Nicholas S. Levis
   
 
Evan Kagan
   
 
Quark Fund, LLC


To Our Fellow Tandy Brands Accessories Stockholders:

This Proxy Statement and the accompanying GOLD   proxy card are being furnished to stockholders (“Stockholders”) of Tandy Brands Accessories,  Inc. (“Tandy Brands”) in connection with the solicitation of proxies by NSL Capital Management, LLC and certain of its affiliates and associates (“NSL Capital”), to be used at the 2008 Annual Meeting (the “Annual Meeting”) of Stockholders of Tandy Brands, currently planned for October 30, 2008 and at any adjournments, postponements or continuations thereof. This Proxy Statement and the GOLD   proxy card are first being furnished to Stockholders on or about October ___, 2008.

At the Annual Meeting, the Participants (as hereinafter defined) will seek to elect to the Board of Directors of Tandy Brands (the “Board”) – Nicholas Levis and Evan Kagan. (each a “Nominee”, and collectively, the “Nominees”), each of whom has consented to being named as a Nominee in this Proxy Statement and to serve as a director of Tandy Brands, if elected.

NICHOLAS S. LEVIS AND EVAN KAGAN  URGE STOCKHOLDERS TO VOTE FOR EACH OF THEM AS DIRECTORS BY VOTING THE GOLD PROXY CARD   .

The Nominees and each of the other Participants have no interest in Tandy Brands other than through the beneficial ownership (if any) of shares of Common Stock of Tandy Brands (the “Shares”)  as disclosed herein and in the Annexes hereto.

 
 

 
 
According to information provided in the preliminary proxy statement of Tandy Brands (the “Tandy Proxy Statement”) filed on Schedule 14A with the Securities and Exchange Commission on September 10, 2008, the election of the Nominees requires the affirmative vote of a plurality of the votes cast by the holders of Tandy Brands Common Stock at a meeting at which a quorum is present in person or represented by proxy. As a result, your vote is extremely important. We urge you to mark, sign, date, and return the enclosed GOLD   proxy card to vote FOR the election of each Nominee.


If you have any questions or require any assistance in executing your proxy, please call:

NSL Capital Management, LLC
303 E Berger Street
Santa Fe, NM 87505
505-660-2179
nslcapital@gmail.com

Only holders of record of Tandy Brand's Common Stock voting securities as of the close of business on September 17, 2008 (the “Record Date”) are entitled to notice of, and to attend and to vote at, the Annual Meeting and any adjournments or postponements thereof. According to the Tandy Proxy Statement, as of the Record Date, there were 6,998,200 outstanding shares of Common Stock. Stockholders of record at the close of business on the Record Date will be entitled to one vote at the Annual Meeting for each share of Common Stock of Tandy Brands held on the Record Date. As of the Record Date, the Participants and their affiliates beneficially owned an aggregate of 370,700 shares of Common Stock, representing approximately 5.29% of the outstanding shares of Common Stock. The Participants and their affiliates intend to vote such shares FOR the election of the Nominees.

VOTE FOR THE NOMINEES BY USING THE ENCLOSED GOLD   PROXY TO VOTE TODAY – BY TELEPHONE, BY INTERNET, OR BY MARKING, SIGNING, DATING AND RETURNING THE GOLD   PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED TO YOU.

 
 

 

In addition to the Nominees (who are Nicholas Levis and Evan Kagan) the participants in the solicitation of proxies (the “Participants”) from stockholders of Tandy Brands  include the following: NSL Capital Management, LLC (“NSL Capital”) a Delaware Limited Liability Company, Quark Fund, LLC , a Delaware limited liability company (“Quark Fund”). The business address for NSL Capital, Quark Fund, and Nick Levis is 303 E Berger Street, Santa Fe, NM 87505. The business address for Evan Kagan is 1310 SW 2nd Court Suite 112 Fort Lauderdale, FL 33312.

Mr. Kagan does not own beneficially any interest in securities of Tandy Brands and will not receive any special compensation in connection with such solicitation. Mr. Kagan has provided legal services to Mr. Levis and other of the Participants.

NSL Capital Management, LLC and Quark Fund, LLC are entities whose primary activity is investing in securities.

Annex A attached hereto sets forth, as to the Nominees and the other Participants, all transactions in securities of Tandy Brands effected during the past two years and their beneficial ownership of securities of Tandy Brands. With respect to each Participant (including the Nominees), except as set forth herein or in any of the Annexes attached hereto, (i) such Participant is not, nor was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of Tandy Brands, 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; and (ii) no such Participant nor any of such Participant’s associates have any arrangement or understanding with any person with respect to(A) any future employment by Tandy Brands or its affiliates or (B) any future transactions to which Tandy Brands or any of its affiliates will or may be a party.

The Nominees, if elected, would serve a one-year term and hold office until the 2009 annual meeting of Stockholders and until a successor has been duly elected and qualified.

Background information about each of the Nominees is set forth below.

Nicholas Levis and Evan Kagan are each a party to an agreement substantially in the  form attached hereto as Annex B, pursuant to which NSL Capital has agreed to pay certain fees to such Nominee and to indemnify such Nominee with respect to certain costs incurred by such Nominee in connection with the proxy contest relating to the Annual Meeting (the “Nominee Agreement”). Except as disclosed in this Proxy Statement, including the Annexes attached hereto and as provided in the Nominee Agreement, none of the Nominees receive any compensation from any of the Participants or any of their affiliates in connection with this proxy solicitation. Mr. Levis has an interest in the election of directors at the Annual Meeting indirectly through the beneficial ownership of securities, as described in Annex A.

 
 

 

The Nominees would be considered independent under NASDAQ Rule 4350(c) and Rule 4200(a)(15) and the independence standards applicable to Tandy Brands under paragraph (a)(1) of Item 407 of Regulation S-K under the Securities Exchange Act of 1934, as amended. Other than as disclosed in this Proxy Statement, including the Annexes attached hereto, (i) the Nominees are not, nor were they within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of Tandy Brands, 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; and (ii) none of the Nominees nor any of their respective associates have any arrangement or understanding with any person with respect to (A) any future employment by Tandy Brands or its affiliates or (B) any future transactions to which Tandy Brands or any of its affiliates will or may be a party.
 
Evan   Kagan , 30, is a lawyer and merger and acquisition advisor in Fort Lauderdale Florida. Mr. Kagan is the founder and principle of Safaa Business Ventures, an M&A advisory firm which has worked on deals from $2MM to $72MM in value. Mr. Kagan is a member of the Florida bar and was formerly Chief Legal Officer to a satellite communications company. Mr. Kagan currently advises large investor groups and individuals in real estate related and aviation related transactions. Mr. Kagan's advisory services include merger and acquisition services, growth strategy, corporate finance and succession planning.  Mr. Kagan has served in the U.S. Army and holds a Bachelor's Degree from Bucknell University and a J.D. from Nova Southeastern University Law School.

Nicholas   Levis   , 29, is a C.E.O. of NSL Capital, a deep value hedge fund. Mr. Levis served as Acquisition Director for Journey International, a middle market M&A advisory firm headquartered in Scottsdale, Arizona prior to founding NSL Capital. Journey was run by Steve Gootter ( www.Stevenmgootterfoundation.org ). At Journey, Mr. Levis worked on a three person team that secured merger advisory engagements totaling over $250MM in revenues. Mr. Levis served as Account Executive Assistant with Inc. 500’s Alliance Capital Corporation, prior to working with Journey securing financing for the purchases of industrial machinery and equipment. Mr. Levis has held positions with Merrill Lynch's Institutional Advisory Division and with Merrill's Private Client Group. In the summer of 2000, Mr. Levis worked under a top investment manager with Solomon Smith Barney. Mr. Levis holds a Bachelor of Science degree in Finance from the W.P. Carey School of Business.

 
 

 

OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
According to the Tandy Proxy Statement, Tandy Brands is soliciting proxies with respect to one proposal other than the election of directors.  Please refer to the Tandy Proxy Statement for a detailed discussion of this proposal.  The proposal is outlined below.  IF YOU HAVE SIGNED THE GOLD PROXY CARD AND NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL OF THE SHARES REPRESENTED BY YOUR GOLD PROXY CARD FOR THE ELECTION OF NICHOLAS S. LEVIS AND EVAN KAGAN FOR PROPOSAL 2 BELOW.

At the Annual Meeting, the Stockholders will be asked to vote to ratify the selection of Ernst & Young LLP as Tandy Brands independent registered public accounting firm.  Tandy Brands Board of Directors recommended a vote for this proposal.  The Participants intend to vote, and recommend that you vote, for this proposal.

VOTING PROCEDURES
According to the Tandy Brands Proxy Statement, holders of shares of Tandy’s Common Stock, at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. Each share of Common Stock outstanding on the Record Date is entitled to one vote on each matter presented at the Annual Meeting. According to the Tandy Brands Proxy Statement, directors are elected by a plurality of the votes cast by the holders of  Common Stock at a meeting at which a quorum is present. Plurality means that the individuals who receive the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting. Consequently, any shares not voted (whether by abstention, broker non-vote or otherwise) have no impact in the election of directors. A quorum is a majority of the Common Stock issued and outstanding and entitled to vote, present in person or represented by proxy at the Annual Meeting. The Common Stock represented by a proxy marked “withhold” or “abstain” will be considered present at the Annual Meeting for purposes of determining a quorum.

As explained in the detailed instructions on your GOLD   proxy card, there are four ways you may vote.  You may:

1. Sign, date and return the enclosed GOLD   proxy card in the enclosed postage-paid envelope.  We recommend that you vote on the GOLD   proxy card even if you plan to attend the Annual Meeting;

2. Vote via the Internet by following the voting instructions on the GOLD   proxy card or the voting instructions provided by your broker, bank or other holder of record. If you submit your vote by Internet, you may incur costs associated with electronic access, such as usage charges from Internet access providers and telephone companies;

 
 

 

3. Vote by telephone by following the voting instructions on the GOLD   proxy card or the instructions provided by your broker, bank or other holder of record; or

4. Vote in person by attending the Annual Meeting. Written ballots will be distributed to Stockholders who wish to vote in person at the Annual Meeting. If you hold your shares through a bank, broker or other custodian, you must obtain a legal proxy from such custodian in order to vote in person at the meeting. To submit a proxy with voting instructions by telephone please call the toll-free telephone number listed on the GOLD   proxy card. Proxies may also be submitted over the Internet. Please refer to the GOLD   proxy card for the website information. In each case Stockholders will be required to provide the unique control number which has been printed on each Stockholder's GOLD   proxy card. In addition to the instructions that appear on the GOLD   proxy card, step-by-step instructions will be provided by a recorded telephone message for those Stockholders submitting proxies by telephone,  or at the designated website for those Stockholders submitting proxies over the Internet. Stockholders submitting their proxies with voting instructions by telephone or over the Internet will receive confirmation on the telephone that their vote by telephone was successfully submitted, and may provide an email address for confirmation that their vote by Internet was successfully submitted. Whether or not you are able to attend the Annual Meeting, you are urged to vote the enclosed GOLD   proxy and return it in the enclosed self-addressed, prepaid envelope. All valid proxies received prior to the meeting will be voted. If you specify a choice with respect to any item by marking the appropriate box on the proxy, the Shares will be voted in accordance with that specification. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED

(I) FOR NICHOLAS S. LEVIS AND    EVAN KAGAN  FOR DIRECTOR AND (II)  FOR THE RATIFICATION OF AUDITORS.

If you have any questions or require any assistance in executing your proxy, please call:

NSL Capital Management, LLC

505-660-2179

PROXY PROCEDURES
IN ORDER FOR YOUR VIEWS TO BE REPRESENTED AT THE ANNUAL MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED GOLD   PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE OR USE THE GOLD   PROXY CARD TO VOTE BY TELEPHONE OR INTERNET.

 
 

 

The accompanying GOLD   proxy card will be voted at the Annual Meeting in accordance with your instructions on such card. Only holders of record as of the close of business on the Record Date will be entitled to vote. If you were a Stockholder of record on the Record Date, you will retain your voting rights at the Annual Meeting even if you sell such shares after the Record Date. Accordingly, it is important that you vote the shares held by you on the Record Date (Sept. 17, 2008), or grant a proxy to vote such shares on the GOLD   proxy card, even if you sell such shares after the Record Date.

IF 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 GOLD   PROXY CARD AS SOON AS POSSIBLE.

REVOCATION OF PROXIES
Any Stockholder of record may revoke or change his or her proxy instructions at any time prior to the vote at the Annual Meeting by:

• submitting a properly executed, subsequently dated GOLD   proxy card that will revoke all prior proxy cards, including any White proxy cards which you may have submitted to Tandy;

• instructing NSL Capital by telephone or via the Internet as to how you would like your shares voted (instructions are on your GOLD   proxy card);

• attending the Annual Meeting and withdrawing his or her proxy by voting in person (Although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy); or

• delivering written notice of revocation either to NSL Capital 303 E Berger Street Santa Fe, NM 87505 or to the Corporate Secretary of Tandy Brands.  Although a revocation is effective if delivered to Tandy Brands, NSL Capital request: that either the original or a copy of any revocation be mailed to NSL Capital Management, LLC 303 E Berger Street Santa Fe, NM 87505

IF YOU PREVIOUSLY SIGNED AND RETURNED A WHITE PROXY CARD TO TANDY BRANDS, WE URGE YOU TO REVOKE IT BY (1) MARKING, SIGNING, DATING AND RETURNING THE GOLD PROXY CARD, (2) INSTRUCTING US BY TELEPHONE OR VIA THE INTERNET AS TO HOW YOU WOULD LIKE YOUR SHARES VOTED WITH RESPECT TO THE GOLD PROXY CARD, (3) ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON OR (4) DELIVERING A WRITTEN NOTICE OF REVOCATION TO NSL CAPITAL OR TO THE CORPORATE SECRETARY OF TANDY BRANDS.

 
 

 

COST AND METHOD OF SOLICITATION

Solicitation of proxies shall be made by NSL Capital, Messrs. Levis and Kagan and each of the Participants. Proxies may be solicited by mail, courier services, Internet, advertising, telephone or telecopier or in person. The total expenditures in furtherance of, or in connection with, the solicitation of proxies is approximately $30,000 to date, and is estimated to be approximately $80,000 in total. NSL Capital intends to seek reimbursement for the costs and expenses associated with the proxy solicitation in the event that any of the Nominees are elected to the Board of Directors of Tandy Brands, but do not intend to submit the issue of reimbursement to a vote of security holders.

Certain information regarding the securities of Tandy held by its directors, management and 5% Stockholders is contained in the Tandy Brands Proxy Statement. Information concerning the   date by which proposals of security holders intended to be presented at the next annual meeting of Stockholders of Tandy Brands must be received by Tandy Brands for inclusion in Tandy Brands Proxy Statement and form of proxy   for that meeting is also contained in Tandy Brands Proxy Statement. This information is expected to be contained in   Tandy Brands public filings. The Participants take no responsibility for the accuracy or completeness of such   information contained in Tandy Brands public filings.


Date: October 10, 2008


Nicholas Levis
Evan Kagan
NSL Capital Management, LLC
Quark Fund, LLC

 
 

 

Transactions Made in Quark Fund, LLC
 
4R4N1209
SELL
-500
TBAC
3/1/2007
12.444
 
4R4N1209
SELL
-1500
TBAC
3/5/2007
12.4
 
4R4N1209
SELL
-600
TBAC
3/15/2007
12.95
 
4R4N1209
SELL
-2000
TBAC
3/19/2007
12.9979
2
4R4N1209
SELL
-1000
TBAC
3/20/2007
13.0514
 
4R4N1209
SELL
-1000
TBAC
3/21/2007
13.125
 
4R4N1209
SELL
-2000
TBAC
3/22/2007
13.08642
 
4R4N1209
SELL
-1300
TBAC
3/29/2007
13.13
 
4R4N1209
SELL
-1000
TBAC
3/30/2007
13.13404
 
4R4N1209
SELL
-1200
TBAC
4/2/2007
13.0675
 
4R4N1209
SELL
-500
TBAC
4/3/2007
12.96
 
4R4N1209
SELL
-600
TBAC
4/11/2007
13.00192
 
4R4N1209
SELL
-3300
TBAC
4/12/2007
12.96273
 
4R4N1209
SELL
-2100
TBAC
4/20/2007
13.19857
 
4R4N1209
SELL
-3300
TBAC
4/23/2007
13.00758
 
4R4N1209
BUY
1400
TBAC
4/24/2007
12.79286
 
4R4N1209
BUY
2000
TBAC
4/26/2007
12.4175
 
4R4N1209
BUY
1200
TBAC
4/27/2007
12.47333
 
4R4N1209
BUY
600
TBAC
4/30/2007
12.67
 
4R4N1209
BUY
600
TBAC
5/1/2007
12.57167
 
4R4N1209
BUY
1800
TBAC
5/2/2007
12.52572
 
4R4N1209
BUY
500
TBAC
5/3/2007
12.6702
 
4R4N1209
BUY
1200
TBAC
5/4/2007
12.74286
 
4R4N1209
BUY
500
TBAC
5/8/2007
12.69334
 
4R4N1209
BUY
900
TBAC
5/9/2007
12.50333
 
4R4N1209
BUY
1000
TBAC
5/14/2007
12.418
 

 
 

 
 
BUY
1200
TBAC
5/15/2007
12.18
 
4R4N1209
BUY
2800
TBAC
5/17/2007
11.86086
 
4R4N1209
BUY
1300
TBAC
5/23/2007
11.35
 
4R4N1209
BUY
3700
TBAC
5/23/2007
11.35432
 
4R4N1209
BUY
3600
TBAC
5/24/2007
11.14194
 
4R4N1209
BUY
3500
TBAC
5/25/2007
11.19114
 
4R4N1209
BUY
300
TBAC
5/29/2007
11.18333
 
4R4N1209
BUY
500
TBAC
6/6/2007
12.026
 
4R4N1209
BUY
200
TBAC
6/8/2007
12.0107
 
4R4N1209
BUY
200
TBAC
6/29/2007
12.68
 
4R4N1209
SELL
-100
TBAC
7/9/2007
12.5
 
4R4N1209
SELL
-100
TBAC
7/9/2007
12.5
 
4R4N1209
SELL
-100
TBAC
7/9/2007
12.5
 
4R4N1209
SELL
-100
TBAC
7/9/2007
12.5
 
4R4N1209
SELL
-100
TBAC
7/9/2007
12.5
 
4R4N1209
SELL
-100
TBAC
7/9/2007
12.5
 
4R4N1209
SELL
-200
TBAC
7/9/2007
12.5
 
4R4N1209
SELL
-200
TBAC
7/9/2007
12.5
 
4R4N1209
BUY
16
TBAC
7/23/2007
12.75
 
4R4N1209
BUY
85
TBAC
7/23/2007
12.75
 
4R4N1209
BUY
99
TBAC
7/23/2007
12.8
 
4R4N1209
BUY
100
TBAC
7/23/2007
12.81
 
4R4N1209
BUY
100
TBAC
7/25/2007
12.24
 
4R4N1209
BUY
300
TBAC
7/25/2007
12.24
 
4R4N1209
BUY
302
TBAC
7/25/2007
12.23
 
4R4N1209
BUY
353
TBAC
7/25/2007
12.24
 
4R4N1209
BUY
47
TBAC
7/25/2007
12.19
 
4R4N1209
BUY
98
TBAC
7/25/2007
12.22
 

 
 

 
 
BUY
100
TBAC
7/25/2007
12.23
 
4R4N1209
BUY
100
TBAC
7/25/2007
12.24
 
4R4N1209
BUY
100
TBAC
7/25/2007
12.24
 
BUY
1700
TBAC
7/30/2007
11.94468
 
4R4N1209
BUY
100
TBAC
7/31/2007
12.24
 
4R4N1209
BUY
100
TBAC
7/31/2007
12.24
 
4R4N1209
BUY
100
TBAC
8/3/2007
11.74
 
4R4N1209
BUY
300
TBAC
8/30/2007
11
 
4R4N1209
BUY
14
TBAC
8/30/2007
10.98
 
4R4N1209
BUY
40
TBAC
8/30/2007
11.05
 
4R4N1209
BUY
60
TBAC
8/30/2007
11.04
 
4R4N1209
BUY
100
TBAC
8/30/2007
10.9
 
4R4N1209
BUY
100
TBAC
8/30/2007
10.98
 
4R4N1209
BUY
100
TBAC
8/30/2007
10.98
 
4R4N1209
BUY
100
TBAC
8/30/2007
10.9
 
4R4N1209
BUY
286
TBAC
8/30/2007
10.98
 
4R4N1209
BUY
16
TBAC
9/4/2007
10.87
 
4R4N1209
BUY
100
TBAC
9/4/2007
10.94
 
4R4N1209
BUY
100
TBAC
9/4/2007
10.94
 
4R4N1209
BUY
184
TBAC
9/4/2007
10.84
 
4R4N1209
BUY
67
TBAC
9/5/2007
10.87
 
4R4N1209
BUY
133
TBAC
9/5/2007
10.87
 
4R4N1209
BUY
100
TBAC
9/7/2007
10.97
 
4R4N1209
BUY
100
TBAC
9/7/2007
10.9
 
4R4N1209
BUY
100
TBAC
9/7/2007
10.9
 
4R4N1209
BUY
100
TBAC
9/7/2007
10.84
 
4R4N1209
BUY
100
TBAC
9/7/2007
10.83
 
4R4N1209
BUY
100
TBAC
9/7/2007
10.83
 

 
 

 
 
BUY
100
TBAC
9/12/2007
10.76
 
4R4N1209
BUY
100
TBAC
9/12/2007
10.7
 
4R4N1209
BUY
7
TBAC
9/14/2007
10.66
 
4R4N1209
BUY
100
TBAC
9/14/2007
10.85
 
4R4N1209
BUY
100
TBAC
9/14/2007
10.85
 
4R4N1209
BUY
125
TBAC
9/14/2007
10.7
 
4R4N1209
BUY
200
TBAC
9/14/2007
10.65
 
4R4N1209
BUY
200
TBAC
9/14/2007
10.65
 
4R4N1209
BUY
293
TBAC
9/14/2007
10.66
 
4R4N1209
BUY
1
TBAC
9/19/2007
10.75
 
4R4N1209
BUY
99
TBAC
9/19/2007
10.78
 
4R4N1209
BUY
100
TBAC
9/19/2007
10.77
 
4R4N1209
BUY
300
TBAC
9/19/2007
10.75
 
4R4N1209
BUY
19
TBAC
9/20/2007
10.77
 
4R4N1209
BUY
100
TBAC
9/20/2007
10.85
 
4R4N1209
BUY
100
TBAC
9/20/2007
11.07
 
4R4N1209
BUY
100
TBAC
9/20/2007
11.07
 
4R4N1209
BUY
100
TBAC
9/20/2007
11.07
 
4R4N1209
BUY
100
TBAC
9/21/2007
10.7
 
4R4N1209
BUY
200
TBAC
9/21/2007
10.75
 
BUY
2000
TBAC
9/21/2007
10.75
 
4R4N1209
BUY
200
TBAC
9/24/2007
11.0901
 
4R4N1209
BUY
200
TBAC
9/25/2007
11.3
 
4R4N1209
BUY
332
TBAC
9/25/2007
11.15
 
4R4N1209
BUY
18
TBAC
9/25/2007
10.89
 
4R4N1209
BUY
82
TBAC
9/25/2007
10.9
 
4R4N1209
BUY
98
TBAC
9/25/2007
11.4
 
4R4N1209
BUY
100
TBAC
9/25/2007
11.15
 

 
 

 
 
BUY
100
TBAC
9/25/2007
11.15
 
4R4N1209
BUY
100
TBAC
9/25/2007
11.11
 
4R4N1209
BUY
100
TBAC
9/25/2007
11.03
 
4R4N1209
BUY
100
TBAC
9/25/2007
10.9
 
SELL
-100
TBAC
9/25/2007
12.28
 
4R4N1209
SELL
-100
TBAC
9/25/2007
12.13
 
4R4N1209
SELL
-100
TBAC
9/25/2007
11.99
 
4R4N1209
SELL
-100
TBAC
9/25/2007
11.55
 
4R4N1209
SELL
-100
TBAC
9/25/2007
11.55
 
4R4N1209
BUY
100
TBAC
9/25/2007
11.54
 
4R4N1209
SELL
-100
TBAC
9/25/2007
11.5
 
4R4N1209
BUY
118
TBAC
9/25/2007
11.15
 
4R4N1209
BUY
100
TBAC
9/26/2007
11.15
 
4R4N1209
BUY
100
TBAC
9/26/2007
11.15
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.95
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.89
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.89
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.75
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.79
 
4R4N1209
BUY
1
TBAC
9/26/2007
11.15
 
4R4N1209
BUY
1
TBAC
9/26/2007
10.99
 
4R4N1209
BUY
1
TBAC
9/26/2007
10.75
 
4R4N1209
BUY
64
TBAC
9/26/2007
10.89
 
4R4N1209
BUY
99
TBAC
9/26/2007
10.96
 
4R4N1209
BUY
99
TBAC
9/26/2007
10.75
 
4R4N1209
BUY
99
TBAC
9/26/2007
11.15
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.96
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.99
 

 
 

 
 
BUY
100
TBAC
9/26/2007
10.99
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.79
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.75
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.75
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.75
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.75
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.75
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.75
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.75
 
4R4N1209
BUY
100
TBAC
9/26/2007
10.75
 
4R4N1209
BUY
136
TBAC
9/26/2007
10.89
 
4R4N1209
BUY
200
TBAC
9/26/2007
11.15
 
4R4N1209
BUY
200
TBAC
9/26/2007
11.15
 
4R4N1209
BUY
200
TBAC
9/26/2007
11.15
 
4R4N1209
BUY
300
TBAC
9/26/2007
10.87
 
4R4N1209
BUY
300
TBAC
9/26/2007
10.85
 
4R4N1209
BUY
300
TBAC
9/26/2007
10.75
 
4R4N1209
BUY
400
TBAC
9/26/2007
10.99
 
4R4N1209
BUY
500
TBAC
9/26/2007
11
 
4R4N1209
BUY
200
TBAC
9/27/2007
10.745
 
4R4N1209
BUY
100
TBAC
9/28/2007
10.44
 
4R4N1209
BUY
100
TBAC
9/28/2007
10.65
 
4R4N1209
BUY
100
TBAC
9/28/2007
10.44
 
4R4N1209
BUY
100
TBAC
9/28/2007
10.44
 
4R4N1209
BUY
106
TBAC
9/28/2007
10.75
 
4R4N1209
BUY
200
TBAC
9/28/2007
10.65
 
4R4N1209
BUY
294
TBAC
9/28/2007
10.75
 
4R4N1209
BUY
500
TBAC
10/2/2007
10.38
 

 
 

 
 
4R4N1209
BUY
100
TBAC
10/2/2007
10.45
 
4R4N1209
BUY
100
TBAC
10/2/2007
10.45
 
4R4N1209
BUY
100
TBAC
10/2/2007
10.45
 
4R4N1209
BUY
100
TBAC
10/2/2007
10.42
 
4R4N1209
BUY
100
TBAC
10/2/2007
10.43
 
4R4N1209
BUY
100
TBAC
10/2/2007
10.45
 
4R4N1209
BUY
100
TBAC
10/2/2007
10.39
 
4R4N1209
BUY
101
TBAC
10/2/2007
10.39
 
4R4N1209
BUY
200
TBAC
10/2/2007
10.45
 
4R4N1209
BUY
300
TBAC
10/3/2007
10.4466
 
4R4N1209
BUY
200
TBAC
10/8/2007
10.31
 
BUY
100
TBAC
10/10/2007
10.34
 
4R4N1209
BUY
1
TBAC
10/22/2007
10.39
 
4R4N1209
BUY
96
TBAC
10/22/2007
10.5
 
4R4N1209
BUY
100
TBAC
10/22/2007
10.4
 
4R4N1209
BUY
100
TBAC
10/22/2007
10.96
 
4R4N1209
BUY
100
TBAC
10/22/2007
10.82
 
4R4N1209
BUY
100
TBAC
10/22/2007
10.82
 
4R4N1209
BUY
100
TBAC
10/22/2007
10.66
 
4R4N1209
BUY
100
TBAC
10/22/2007
10.66
 
4R4N1209
BUY
101
TBAC
10/22/2007
10.4
 
4R4N1209
BUY
31
TBAC
10/23/2007
10.99
 
4R4N1209
BUY
69
TBAC
10/23/2007
10.99
 
4R4N1209
BUY
100
TBAC
10/23/2007
10.99
 
4R4N1209
BUY
200
TBAC
10/23/2007
10.98
 
4R4N1209
BUY
100
TBAC
10/24/2007
10.8
 
4R4N1209
BUY
1
TBAC
10/24/2007
10.98
 
4R4N1209
BUY
99
TBAC
10/24/2007
10.95
 

 
 

 
 
4R4N1209
BUY
100
TBAC
10/24/2007
10.87
 
4R4N1209
BUY
100
TBAC
10/25/2007
10.97
 
4R4N1209
BUY
100
TBAC
10/25/2007
10.83
 
4R4N1209
BUY
1000
TBAC
10/29/2007
10.746
 
4R4N1209
BUY
300
TBAC
10/30/2007
10.74
 
4R4N1209
BUY
1000
TBAC
11/2/2007
10.6682
 
4R4N1209
BUY
2050
TBAC
11/14/2007
9.63602
 
4R4N1209
BUY
300
TBAC
11/15/2007
9.73333
 
4R4N1209
BUY
815
TBAC
11/19/2007
9.71699
 
4R4N1209
BUY
100
TBAC
11/23/2007
9.71
 
4R4N1209
BUY
200
TBAC
11/26/2007
9.49
 
4R4N1209
BUY
200
TBAC
11/27/2007
9.5
 
4R4N1209
BUY
3383
TBAC
11/30/2007
9.44178
 
4R4N1209
BUY
3000
TBAC
12/3/2007
9.39067
 
4R4N1209
BUY
300
TBAC
12/4/2007
9.35
 
4R4N1209
BUY
14700
TBAC
12/5/2007
9.21925
 
4R4N1209
BUY
1529
TBAC
12/6/2007
9.1708
 
4R4N1209
BUY
7376
TBAC
12/7/2007
8.93339
 
4R4N1209
BUY
200
TBAC
12/10/200
9.08215
 
4R4N1209
BUY
200
TBAC
12/11/2007
8.935
 
4R4N1209
BUY
200
TBAC
12/12/2007
9.06
 
4R4N1209
BUY
850
TBAC
12/13/2007
9.01647
 
4R4N1209
BUY
1599
TBAC
12/17/2007
8.56887
 
4R4N1209
BUY
400
TBAC
12/18/2007
8.9725
 
4R4N1209
BUY
1300
TBAC
12/19/2007
9.10386
 
4R4N1209
BUY
1400
TBAC
12/20/2007
9.25866
 
4R4N1209
BUY
6233
TBAC
12/21/2007
9.12745
 

 
 

 
 
4R4N1209
BUY
700
TBAC
12/24/2007
9.2
 
4R4N1209
BUY
200
TBAC
12/26/2007
9.84
 
BUY
10101
TBAC
12/27/2007
9.08307
 
4R4N1209
BUY
3544
TBAC
12/28/2007
9.08677
 
4R4N1209
BUY
7700
TBAC
12/31/2007
9.81195
 
4R4N1209
BUY
100
TBAC
1/2/2008
9.45
 
4R4N1209
BUY
800
TBAC
1/3/2008
9.28504
 
4R4N1209
BUY
75
TBAC
1/7/2008
8.79
 
4R4N1209
BUY
800
TBAC
1/8/2008
8.84805
 
4R4N1209
BUY
2200
TBAC
1/9/2008
8.24864
 
4R4N1209
BUY
1800
TBAC
1/10/2008
8.14556
 
4R4N1209
BUY
100
TBAC
1/11/2008
8.5
 
4R4N1209
BUY
3400
TBAC
1/14/2008
8.85677
 
4R4N1209
BUY
500
TBAC
1/15/2008
8.73442
 
4R4N1209
BUY
2900
TBAC
1/16/2008
8.98448
 
4R4N1209
BUY
5296
TBAC
1/22/2008
8.47992
 
4R4N1209
BUY
202
TBAC
1/23/2008
8.58842
 
4R4N1209
BUY
10400
TBAC
1/25/2008
8.28409
 
4R4N1209
SELL
-200
TBAC
1/28/2008
8.165
 
4R4N1209
BUY
4992
TBAC
1/28/2008
8.15739
 
4R4N1209
BUY
200
TBAC
1/29/2008
8.28
 
4R4N1209
BUY
300
TBAC
1/30/2008
8.03667
 
4R4N1209
BUY
1200
TBAC
1/31/2008
7.99083
 
4R4N1209
BUY
5300
TBAC
2/1/2008
8.07962
 
4R4N1209
BUY
100
TBAC
2/11/2008
7.5
 
4R4N1209
BUY
4800
TBAC
2/12/2008
7.71417
 
4R4N1209
BUY
9400
TBAC
2/13/2008
7.72883
 
4R4N1209
BUY
1800
TBAC
2/15/2008
6.15
 

 
 

 
 
BUY
3292
TBAC
5/14/2008
4.26185
 
4R4N1209
BUY
100
TBAC
5/15/2008
4.57
 
4R4N1209
BUY
2020
TBAC
5/16/2008
4.69425
 
4R4N1209
BUY
200
TBAC
5/19/2008
4.695
 
4R4N1209
BUY
2586
TBAC
5/30/2008
4.86738
 
4R4N1209
BUY
400
TBAC
6/3/2008
4.6225
 
4R4N1209
BUY
480
TBAC
6/5/2008
4.84
 
4R4N1209
BUY
4210
TBAC
6/9/2008
4.9104
 
4R4N1209
BUY
600
TBAC
6/10/2008
5.03
 
4R4N1209
BUY
190
TBAC
6/16/2008
5.77
 
4R4N1209
BUY
100
TBAC
6/17/2008
5.57
 
4R4N1209
BUY
300
TBAC
6/23/2008
6.68
 
4R4N1209
BUY
1000
TBAC
6/24/2008
6.269
 
4R4N1209
BUY
1200
TBAC
6/25/2008
6.15383
 
4R4N1209
BUY
7740
TBAC
6/27/2008
6.0661
 
4R4N1209
BUY
700
TBAC
7/1/2008
5.07489
 
4R4N1209
BUY
1700
TBAC
7/9/2008
5.50747
 
4R4N1209
BUY
100
TBAC
7/10/2008
5.11
 
4R4N1209
BUY
100
TBAC
7/14/2008
5.25
 
4R4N1209
BUY
100
TBAC
7/16/2008
5.63
 
4R4N1209
BUY
200
TBAC
7/17/2008
5.4346
 
4R4N1209
BUY
100
TBAC
7/21/2008
5.6
 
4R4N1209
BUY
100
TBAC
7/24/2008
5.5
 
4R4N1209
BUY
100
TBAC
7/30/2008
5.75
 
4R4N1209
BUY
400
TBAC
8/8/2008
5.265
 
SELL
-4000
TBAC
8/8/2008
5.23
 
4R4N1209
BUY
100
TBAC
8/14/2008
5.61
 
4R4N1209
BUY
200
TBAC
8/18/2008
5.6797
 
4R4N1209
BUY
158
TBAC
8/20/2008
5.75
 

 
 

 

IMPORTANT


1.      If your shares are held in your own name, please mark, date and mail the enclosed GOLD proxy card to our Proxy Solicitor, Okapi Partners LLC, in the postage-paid envelope provided.

2.     If your shares are held in the name of a brokerage firm, bank nominee or other  institution,  only it can vote such shares and only upon  receipt of your specific  instructions.  Accordingly, you should contact the person responsible for your account and give instructions for a GOLD proxy card to be signed representing your shares.

3.     If you have already submitted a white proxy card to Tandy Brands for the Annual Meeting, you may change your vote to a vote FOR the election of the Nominees by marking, signing, dating and returning the enclosed GOLD proxy card for the Annual Meeting, which must be dated after any proxy you may have submitted to Tandy Brands.  You may also submit your later-dated proxy by using the enclosed GOLD proxy card to vote by telephone or by Internet. ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING WILL COUNT AT THE ANNUAL MEETING.

If you have any questions or require any assistance in executing your proxy, please call:

NSL Capital Management, LLC
505-660-2179