IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNT'Y
STEEL PARTNERS II, L.P.,
Plaintiff,
V. > C.A. No. 18326
TANDYCRAFTS, INC., MICHAEL J. i
WALSH, R.E. COX III, JOE K. PACE, )
SHELDON STEIN, COLON
WASHBURN and JACK KAHL, t
"
Defendants. ; .
AMENDED COIM PLAINT'
Plaintiff Steel Partners II, L.P., by its undersigned counsel, alleges upon
knowledge as to its own status and acts, and on information and belief as to all other matters, as
follows:
Nature of the Action
1. In December 1999, plaintiff See1 Partners III L.P. ("Steel Partners")
amended its Schedule 13D to disclose that it and another shareholder collectively owned
approximately 14.9% of the outstanding shares of defendant Tandycrafts, Inc. ("Tandycrafts").
In June 2000, acting pursuant to Tandycrafts' advance notice bylaw, Steel Partners notified
Tandycrafts that it would be nominating a competing slate of directors at Tandycrafts' next
annual meeting.
2. Tandycrafts responded to Steel Partners' nominations by filing a
Complaint in the United States District Court for the Northern District of Texas alleging, among
-
I This Amended Complaint amends the original pleading by adding new
paragraphs 4 and 52 through 56, altering a phrase in paragraph 3 and adding a
new prayer for relie E
SNIPPETS:
SHELDON STEIN, COLON
Plaintiff Steel Partners II, L.P., by its undersigned counsel, alleges upon
approximately 14.9% of the outstanding shares of defendant Tandycrafts,
In June 2000, acting pursuant to Tandycrafts' advance notice bylaw, Steel Partners notified
Tandycrafts that it would be nominating a competing slate of directors at Tandycrafts' next
Complaint in the United States District Court for the Northern District of Texas alleging,
other things, that Steel Partners, is part of a "group" with undisclosed shareholders, and
"Acquiring Person" under the Rights Plan by virtue of the alleged "group" ownership of more
the public stockholders, from the abusive tactics of Tandycrafts' incumbent management.
Delaware with its principal office in New York,
common stock, which represents approximately 12.8% of Tandycrafts' outstanding shares.
Colon Washburn and Jack Kahl (collectively, the "Director Defendants") are directors of
Their collective investment in Tandycrafts is
Each Right entitles its holder, upon the occurrence lof a "Distribution Date," to
achieved excellent returns for its investors.
Stseel Partners' filed a schedule 13D for an obscure New York Stock
wit.h another shareholder, Newcastle Partners L.P., a Texas limited partnership.
13D disclosing that it and Newcastle had given advance notice, pursuant to Tandycrafts'
the annual meeting should be
On August 22, 2000, Tandycrafts commenced an action in the United States District
Plaintiff repeats the allegations of the precedmg paragraphs as if stated
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