Tandycrafts Inc – ‘8-A12B’ on 5/23/97 – EX-5

As of:  Friday, 5/23/97   ·   Accession #:  96294-97-16   ·   File #:  1-07258

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  4±    21K 
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,     40±   169K 
                          Liquidation or Succession                              
 3: EX-4        Instrument Defining the Rights of Security Holders     3±    12K 
 4: EX-5        Opinion re: Legality                                   1      7K 
 5: EX-6        Opinion re: Discount on Capital Shares                 3±    16K 

EX-5   —   Opinion re: Legality

FOR IMMEDIATE RELEASE                                                           
---------------------                                                           

TANDYCRAFTS, INC. ADOPTS NEW SHAREHOLDERS' RIGHTS PLAN

Fort Worth, Texas, May 19, 1997 -- Tandycrafts, Inc. (NYSE: TAC) announced today
that its Board of Directors has voted to adopt a Shareholders' Rights Plan in   
which Rights to purchase shares of Tandycrafts' Common Stock will be distributed
as a dividend, one Right per share, to record owners of Tandycrafts' Common     
Stock as of the close of business on May 29, 1997.                              

  Tandycrafts' Board of Directors noted that the action was being taken to
enhance shareholder value.  The Plan is designed to require that any potential  
acquiror seeking to obtain control of Tandycrafts treat all Tandycrafts         
shareholders fairly and equally and to deter the use of coercive takeover       
tactics.                                                                        

 The Board has been considering adopting a plan for several weeks.  R.E.
Cox, III, Chairman of the Board, stated, "We believe that the current market    
price of Tandycrafts Common Stock and the positive prospects for the Company    
make the adoption of the Plan prudent at this time."                            

Each Right entitles holders to purchase one share of Common Stock for 
$30.00.  Initially, the Rights are not exercisable and will automatically trade 
with the Common Stock.  However, if a person or group acquires more than 15% of 
Tandycrafts' Common Stock or announces a tender or exchange offer for more than 
15% of the stock, the Rights will become exercisable and each rightholder (other
than the above acquiror) may use the Right to purchase $30.00 worth of          
Tandycrafts' Common Stock at one half of the then market price.  Details of the 
Plan and the Rights are outlined in a letter that will be mailed to all         
Tandycrafts shareholders.                                                       

  Tandycrafts, Inc. is a specialty retailer and manufacturer.  Included in
its Specialty Retail segment are Tandy Leather Company, Joshua's Christian      
Stores, and Sav-On Office Supplies.  The Specialty Manufacturing segment is     
comprised of two manufacturing divisions: Picture Frames and Framed Art and     
Tandy Wholesale International ("TWI").                                          

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Dates Referenced Herein

This ‘8-A12B’ Filing		Date		Other Filings
		5/29/97		None on these Dates
Filed on:		5/23/97
		5/19/97
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