UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. _)
The Leather Factory, Inc.
(Name of Issuer)
Common Stock, par value $0.0024
(Title of Class of Securities)
522126101
(CUSIP Number)
Patrick A. Reardon
Attorney-at-Law
201 Main Street, Suite 585 Address Effective February 4, 2002:
Fort Worth, Texas 76102 ----------------------------------
(817) 348-8801 210 West Sixth Street, Suite 401
Fax: (817) 348-8804 Fort Worth, Texas 76102
(Name, Address and Telephone Number of person authorized to
receive notices and communications)
January 14, 2002
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box (X).
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.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 purposes of Section 18 of the Securities Exchange Act of 1934
(the "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).
SCHEDULE 13D
(Amendment No. __)
CUSIP No. 522126101 Page 2 of 10
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1) NAME OF REPORTING PERSONS
I.R.S.IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
Ronald C. Morgan.
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2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A) ( X )
(B) ( X )
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
PF,OO
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5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED BY
ITEMS 2(d) OR 2(e) ( )
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7) SOLE VOTING POWER
113,897
NUMBER OF ------------------------------------------------
SHARES 8) SHARED VOTING POWER
BENEFICIALLY ------------------------------------------------
OWNED BY EACH 6,158,176
REPORTING ------------------------------------------------
PERSON WITH 9) SOLE DISPOSITIVE POWER
113,897
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10) SHARED DISPOSITIVE POWER
6,158,176
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11.) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH
REPORTING PERSON 6,158,176
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12.) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES ( )
================================================================================
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.6%
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14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
(Amendment No. __)
CUSIP No. 522126101 Page 3 of 10
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1) NAME OF REPORTING PERSONS
I.R.S.IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
Robin L. Morgan
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2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A) ( X )
(B) ( X )
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
PF,OO
================================================================================
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
BY ITEMS 2(d) OR 2(e) ( X )
================================================================================
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7) SOLE VOTING POWER
NUMBER OF 53,153
SHARES ------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY EACH ------------------------------------------------
REPORTING 6,158,176
PERSON WITH ------------------------------------------------
9) SOLE DISPOSITIVE POWER
53,153
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10) SHARED DISPOSITIVE POWER
6,158,176
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11.) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH
REPORTING PERSON 6,158,176
================================================================================
12.) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES ( )
================================================================================
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.6%
================================================================================
14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
(Amendment No. __)
CUSIP No. 522126101 Page 4 of 10
Item 1. Security and Issuer
The class of equity securities to which this Statement on Schedule 13D
relates is the Common Stock, $0.0024 par value per share (the "Common Stock"),
of The Leather Factory, Inc., a Delaware corporation (the "Issuer"). The Issuer
maintains its principal executive offices at 3847 East Loop 820 South, Fort
Worth, Texas 76119.
Item 2. Identity and Background
(a) Filing persons' names: Ronald C. Morgan and Robin L. Morgan
(b) Business address: 3847 East Loop 820 South, Fort Worth, Texas 76119
----------------
(c) Present principal occupation or employment: Mr. Morgan's principal
occupation is as the Issuer's President and Chief Operating Officer.
Mrs. Morgan's principal occupation is as the Issuer's Vice
President--Administration. The Issuer's name and address appear in Item
1 above.
(d) Certain criminal proceedings: During the last five years, neither Mr.
Morgan nor Mrs. Morgan has been convicted in a criminal proceeding
(excluding traffic violations or similar violations).
(e) Certain civil proceedings: During the last five years, neither Mr.
Morgan nor Mrs. Morgan has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, which
resulted in either of them being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation of these laws.
(f) Citizenship: Mr. and Mrs. Morgan are citizens of the United States.
Mr. and Mrs. Morgan may be deemed members of a "group," as that term is
used in Section 13(d)(3) of the Act. They also may be deemed to be members of a
group with Mr. Thompson. Mr. and Mrs. Morgan disavow being a member of a group
with Mr. Thompson, and they disavow beneficial ownership (as that term is used
in Rule 13d-3) of the shares of the Common Stock held by Mr. Thompson.
Mr. Thompson is presently the Issuer's Chairman of the Board and Chief
Executive Officer. He maintains his business address at the address indicated in
part (b) of this Item 2. His responses to parts (d)-(f) of this Item 2 are the
same as Mr. and Mrs. Morgan's.
SCHEDULE 13D
(Amendment No. __)
CUSIP No. 522126101 Page 5 of 10
Item 3. Source and Amount of Funds or Other Consideration
Set forth below is information regarding possibly material transactions
by Mr. or Mrs. Morgan that have not previously been disclosed on Schedule 13D.
Mr. and Mrs. Morgan previously filed reports on Schedule 13G.
Date Direct Shares ESOP Account Source of Funds Transaction
---- ------------- ------------ --------------- -----------
9/27/1993 3,263,246 -0- Acquisition by These shares were acquired as
reason of merger. a result of a merger. See
Item 4.
7/26/1994 (29,028) -0- N/A Sold to the ESOP (defined in
Item 4).
12/21/1994 3,000 -0- Personal funds Purchase of shares in the
market.
12/22/1994 2,000 -0- Personal funds. Purchase of shares in the
market.
5/16/1995 (5,700) -0- N/A Gifts to individuals.
10/4/1995 (129,250) -0- N/A Gifts to various employees.
1/4/1996 (26,668) -0- N/A Gifts to relatives.
1/4/1996 5,700 -0- Gift Received as gifts.
5/21/1996 5,000 -0- Personal funds. Purchase of shares in the
market.
5/24/1996 5,000 -0- Personal funds. Purchase of shares in the
market.
9/5/1996 10,000 -0- Personal funds. Purchase of shares in the
market.
9/17/1996 5,000 -0- Personal funds. Purchase of shares in the
market
5/21/1998 25,000 -0- Personal funds. Purchase of shares in the
market
SCHEDULE 13D
(Amendment No. __)
CUSIP No. 522126101 Page 6 of 10
Date Direct Shares ESOP Account Source of Funds Transaction
---- ------------- ------------ --------------- -----------
12/31/1998 -0- 98,786 Compensation. Allocated to Mr. Morgan's
ESOP account
12/31/1998 -0- 49,139 Compensation. Allocated to Mrs. Morgan's
ESOP account
12/31/2000 -0- 8,087 Compensation. Allocated to Mr. Morgan's
ESOP account
12/31/2000 -0- 4,007 Compensation. Allocated to Mrs. Morgan's
ESOP account
3/6/2001 7,008 -0- Inherited. Inherited by Mr. Morgan
Set forth below is information regarding possibly material transactions
by Mr. Thompson that have not previously been disclosed on Schedule 13D. Mr.
Thompson previously filed reports on Schedule 13G.
Date Direct Shares ESOP Account Source of Funds Transaction
---- ------------- ------------ --------------- -----------
9/27/1993 3,115,833 -0- Acquisition by These shares were acquired
reason of merger. as a result of a merger.
See Item 4.
9/27/1993 -0- 87,065 Compensation Allocated to ESOP account.
7/26/1994 (27,336) -0- N/A Sold to the ESOP.
12/27/1994 (33,000) -0- N/A Charitable donation.
12/31/1994 -0- 5,864 Compensation Allocated to ESOP account
10/4/1995 (126,750) -0- N/A Gifts to various employees.
12/21/1995 (28,000) -0- N/A Charitable donation.
SCHEDULE 13D
(Amendment No. __)
CUSIP No. 522126101 Page 7 of 10
Date Direct Shares ESOP Account Source of Funds Transaction
---- ------------- ------------ --------------- -----------
12/31/1996 (60,000) -0- N/A Charitable donation.
5/28/1998 (100,000) -0- N/A Transferred to an investor
pursuant to exercise of an
option.
9/15/1998 20,000 -0- Personal funds Purchase of shares in the
market.
12/15/1998 5,000 -0- Personal funds Purchase of shares in the
market.
12/16/1998 10,000 -0- Personal funds Purchase of shares in the
market.
1/8/1999 7,000 -0- Personal funds Purchase of shares in the
market.
12/31/2000 -0- 8,977 Compensation Allocated to ESOP account
12/31/2001 (27,000) -0- N/A Charitable gift. See Item 5.
Item 4. Purpose of Transaction
Prior to June of 1993, Mr. and Mrs. Morgan and Mr. Thompson were the
principal officers, directors and shareholders in The Leather Factory, Inc., a
privately-held Texas corporation engaged in activities similar to those now
conducted by the Issuer ("TLF-Texas"). In June 1993, Mr. and Mrs. Morgan and Mr.
Thompson acquired shares of National Transfer & Register Corp. ("National"), a
Colorado corporation with equity securities publicly traded. At that time,
National had no business activities. Also, at that time, Mr. and Mrs. Morgan and
Mr. Thompson were elected to the board of directors of National.
In July 1993, transactions were consummated that resulted in TLF-Texas
being acquired by National and National assuming the former operations of
TLF-Texas. A total of 7,805,478 newly issued shares of common stock were issued
to Mr. and Mrs. Morgan and Mr. Thompson, after giving effect to a 1-for-24
reverse stock split and a change of the corporate domicile to Delaware. As a
result of these transactions, the Issuer was formed and Mr. and Mrs. Morgan
acquired 3,263,246 shares of its Common Stock.
SCHEDULE 13D
(Amendment No. __)
CUSIP No. 522126101 Page 8 of 10
Since formation of the Issuer, Mr. and Mrs. Morgan and Mr. Thompson
have been executive officers involved in the operation of the Issuer. Also since
1993, Mr. and Mrs. Morgan and Mr. Thompson have been directors of the Issuer.
Mr. and Ms. Morgan and Mr. Thompson are the three most senior officers of the
Issuer, and they are involved in making material decisions regarding the
Issuer's policies and practices, and they are from time to time involved in the
consideration of various matters by the Issuer's Board of Directors.
Except as set forth above, Mr. and Mrs. Morgan and Mr. Thompson have
not formulated any plans or proposals which relate to or would result in: (a)
the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries, (c) a sale or
transfer or a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Issuer, (e) any material change in the Issuer's capitalization or dividend
policy, (f) any other material change in the Issuer's business or corporate
structure, (g) any change in the Issuer's charter or bylaws or other instrument
corresponding thereto or other action which may impede the acquisition or
control of the Issuer by any other person, (h) a class of the Issuer's
securities being deregistered or delisted, (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Seciton
12(g)(4) of the Act, or (j) any action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer
Mr. and Mrs. Morgan are the beneficial owners of 3,301,350 shares of
Common Stock (33.0% percent of the total outstanding shares). Of this amount,
160,042 shares are allocated to their ESOP accounts (106,889 shares in the
account of Mr. Morgan and 53,153 shares in the account of Mrs. Morgan). Mr. and
Mrs. Morgan each has sole voting power with respect to the shares of Common
Stock allocated to his or her ESOP account, although each has a community
property interest in the shares of Common Stock allocated to the other spouse's
ESOP account. Mr. Morgan alone owns 7,008 shares, and he has voting and
dispositive power with respect to these shares. Mr. and Mrs. Morgan share voting
and dispositive power with respect to 3,134,300 shares of Common Stock held
jointly by them.
In addition, Mr. Thompson currently is the beneficial owner of
2,856,826 shares of Common Stock (28.6% percent of the total outstanding
shares). Of this amount, 104,679 shares are held in The Leather Factory, Inc.
Employee Stock Ownership Plan ("ESOP") and are allocated to Mr. Thompson's
account. Mr. Thompson has the right to vote the shares held in his ESOP account.
Mr. Thompson's wife, Sally A. Thompson, is co-holder of all of the shares of
Common Stock held by Mr. Thompson. She has a community property interest in the
shares allocated to his ESOP account.
SCHEDULE 13D
(Amendment No. __)
CUSIP No. 522126101 Page 9 of 10
If Mr. and Mrs. Morgan are deemed to be the beneficial owners of Mr.
Thompson's shares, they are the beneficial owner of 6,158,176 shares of Common
Stock, or 61.6% of the total shares of Common Stock outstanding. Mr. and Mrs.
Morgan disavow beneficial ownership of the shares held by Mr. Thompson.
On or about December 31, 2001, Mr. Thompson made a charitable donation
of 27,000 shares of Common Stock to an educational institution. At that time,
the shares were valued at $2.08 per share.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
SCHEDULE 13D
(Amendment No. __)
CUSIP No. 522126101 Page 10 of 10
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.
January 14, 2002
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Date
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/s/ Ronald C. Morgan
Signature
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Ronald C. Morgan, Reporting Person
Name/Title
January 14, 2002
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Date
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/s/ Robin L. Morgan
Signature
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Robin L. Morgan, Reporting Person
Name/Title
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).