EFFECTIVE AUGUST 23RD, 2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 30, 2004
The Leather Factory, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-12368 75-2543540
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
3847 East Loop 820 South, Fort Worth, Texas 76119
(Address of Principal Executive Offices) (Zip Code)
(817) 496-4414
(Registrant's Telephone Number, Including Area Code)
_____________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
(a) The Registrant is furnishing the press release attached as Exhibit 8.1
announcing the extension of the odd-lot purchase program until September 29,
2004. This press release was issued on August 30, 2004.
(b) Wray Thompson and his wife have sold 500,000 shares of the Registrant's
common stock to Nery Capital Partners, LP, an investment fund affiliated with
Michael A. Nery, a member of Registrant's board of directors. Mr. Thompson is
the Registrant's Chairman of the Board and Chief Executive Officer. The price
per share was $3.50. The transaction was exempt from the registration
requirements of the Securities Act of 1933 as a private sale.
After completion of this transaction, Mr. and Mrs. Thompson are beneficial
owners of 1,718,170 shares of the Registrant's common stock, which is 16.27% of
the Registrant's outstanding common stock. The total number of shares held by
Mr. and Mrs. Thompson includes 84,083 shares held in Mr. Thompson's account in
the Registrant's employee stock ownership plan.
The Registrant is furnishing the press release attached as Exhibit 8.2
announcing this transaction. This press release was issued on September 7,
2004.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
The Company is filing the following exhibits:
8.1 Press release titled "The Leather Factory, Inc. Announces Extension of
Odd-Lot Purchase Program"
8.2 Press release titled "Leather Factory Announces Private Transaction
between CEO and Institutional Investor"
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE LEATHER FACTORY, INC.
Date: September 7, 2004 By: /s/ Wray Thompson
Wray Thompson, Chairman of the Board
and Chief Executive Officer
EXHIBIT 8.1
FOR IMMEDIATE RELEASE August 30, 2004
THE LEATHER FACTORY, INC. ANNOUNCES EXTENSION OF ODD-LOT PURCHASE PROGRAM
FORT WORTH, TEXAS - The Leather Factory, Inc. (AMEX: TLF) announced today that
it has extended its voluntary odd-lot program to all shareowners holding fewer
than 100 TLF shares until Wednesday, September 29, 2004. The voluntary odd-lot
program was scheduled to expire on Monday, August 30, 2004 but is being extended
to allow additional TLF shareowners with fewer than 100 shares to sell their
holdings in TLF.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell or purchase TLF shares. The odd lot program materials (including an
Acceptance Card and a Questions and Answers section) contain important
information that should be read carefully before any decision is made with
respect to the offer.
The odd lot program materials may be obtained free of charge by contacting
InvestorCom, Inc., the information agent for the odd lot offer, at 800-503-3375.
The Leather Factory, Inc., (http://www.leatherfactory.com), headquartered in
Fort Worth, Texas, is a specialty retailer and wholesale distributor of a broad
product line including leather, leatherworking tools, buckles and adornments for
belts, leather dyes and finishes, shoe repair supplies, saddle and tack
hardware, and do-it-yourself kits, and is a manufacturer and distributor of
fancy hat trims, leather lacing and kits. The Company distributes its products
as The Leather Factory through its warehouse distribution centers and as Tandy
Leather Company through its retail stores (http://www.tandyleather.com). Its
common stock trades on the American Stock Exchange with the symbol "TLF".
Contact: John Glenn Grau, InvestorCom, Inc. (212) 668-0800
Wray Thompson, The Leather Factory, Inc. (817) 496-4414
Shannon L. Greene, The Leather Factory, Inc. sgreene@leatherfactory.com
This news release may contain forward-looking statements. All forward-looking
statements made here or in other news releases issued by The Leather Factory
Inc. (TLF) are based on current expectations as of the date of the release.
These forward-looking statements involve risks and uncertainties that could
cause the results of The Leather Factory Inc. to differ materially from
management's current expectations. Many of these risks and uncertainties are
detailed from time to time in TLF's reports filed with the Securities and
Exchange Commission, including its most recent annual report on Form 10-K and
the most recent quarterly report on Form 10-Q. Investors are reminded that past
performance may not be predictive of future results.
Exhibit 8.2
FOR IMMEDIATE RELEASE September 7, 2004
LEATHER FACTORY ANNOUNCES PRIVATE TRANSACTION BETWEEN CEO AND INSTITUTIONAL
INVESTOR
FORT WORTH, TEXAS - The Leather Factory, Inc. (AMEX: TLF) today announced that
its Chairman and CEO, Wray Thompson, and his wife have completed a private sale
of 500,000 shares of Leather Factory common stock at $3.50 per share to Nery
Capital Partners, L.P., an investment fund based in Asheville, N.C. Nery
Capital already holds 500,000 shares acquired in a similar transaction with Mr.
and Mrs. Thompson in September 2003. Nery Capital will hold all 1,000,000
shares as restricted securities subject to the resale limitations in SEC Rule
144. Mike Nery, manager of the fund, has been a member of the company's board
of directors since December 2003. Mr. Thompson indicated that this transaction
furthers his personal estate planning goals while expanding the company's
institutional stockholder base.
Mr. Thompson commented, "Nery Capital's investment philosophy complements the
company's management style. The Leather Factory is committed to continuing to
expand its institutional stockholder base, and I am pleased that Nery Capital's
investment in our company continues to grow."
Mr. Nery commented, "The Leather Factory is a solid business with excellent
prospects for growth that is run by people whom I like and trust. Unlike many
front-page CEO's, Wray and Ron truly want to make money with their stockholders
-- not off of them. I am thrilled to have this opportunity to increase our
fund's investment with them."
The Leather Factory, Inc., (http://www.leatherfactory.com), headquartered in
Fort Worth, Texas, is an international marketer and wholesale distributor of a
broad product line including leather, leatherworking tools, buckles and
adornments for belts, leather dyes and finishes, shoe repair supplies, saddle
and tack hardware, and do-it-yourself kits, and is a manufacturer and
distributor of fancy hat trims, leather lacing and kits. The Company distributes
its products through sales and distribution units located throughout the U.S.
and Canada and through its subsidiary, Tandy Leather Company, via retail stores
and the Internet (http://www.tandyleather.com). Its common stock trades on the
American Stock Exchange with the symbol "TLF".
Contact: Wray Thompson, The Leather Factory, Inc. (817) 496-4414
Shannon L. Greene, The Leather Factory, Inc. sgreene@leatherfactory.com
This news release may contain forward-looking statements. All forward-looking
statements made here or in other news releases issued by The Leather Factory,
Inc. are based on current expectations as of the date of the release. These
forward-looking statements involve risks and uncertainties that could cause the
results of The Leather Factory, Inc. to differ materially from management's
current expectations. Many of these risks and uncertainties are detailed from
time to time in TLF's reports filed with the Securities and Exchange Commission,
including its most recent annual report on Form 10-K and the most recent
quarterly report on Form 10-Q.