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 (Amendment No. ___)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as Permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
InterTAN, Inc.
----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
|_| Fee paid previously with preliminary materials:
|_| 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:
* * *
NEWS RELEASE
FOR IMMEDIATE RELEASE
TORONTO, Sept. 5, 2003 -- InterTAN, Inc. (NYSE:ITN; TSX:ITA), a leading
consumer electronics retailer of both private label and internationally
branded products, today announced that it would hold its 2003 Annual Meeting
of Stockholders on December 5, 2003, beginning at 10:00 a.m., local time, in
Barrie, Ontario. Stockholders of record at the close of business on October 7,
2003 will be entitled to notice of, and to vote at, the Annual Meeting.
In addition, Brian E. Levy, President and Chief Executive Officer of InterTAN,
Inc. (the "Company"), has sent the letter attached as Exhibit A to this press
release to Emanuel R. Pearlman, Liberation Investments L.P. and Liberation
Investments Ltd.
The Company, headquartered in Toronto, operates through approximately 960
company retail stores and dealer outlets in Canada under the trade names
RadioShack(R), Rogers AT&T Wireless Communications Express(R) and Battery
Plus(R).
Certain information disclosed in this press release, including, among others,
statements regarding the Company's future performance, and the Company in
general, constitutes forward-looking statements that involve risks and
uncertainties. Important factors that could cause actual results to differ
materially from those in the forward-looking statements include, but are not
limited to, consumer demand and preferences, product availability, development
of new technology, general economic conditions, and other risks indicated in
filings with the Securities and Exchange Commission such as the Company's
previously filed periodic reports, including its Annual Report on Form 10-K
for the 2003 fiscal year. In particular, there can be no assurances that the
strategic transactions described in Exhibit A to this press release will be
effected.
The Company plans to file with the Securities and Exchange Commission and mail
a proxy statement to its stockholders containing information about the company
and certain proposals to be presented to a vote of stockholders at its 2003
Annual Meeting. STOCKHOLDERS SHOULD READ THE PROXY STATEMENT CAREFULLY WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Stockholders
will be able to obtain a free copy of the proxy statement and other relevant
documents at either www.sec.gov or www.intertan.com.
This release is not a proxy statement. The Company and the directors and
certain of the executive officers of the Company may be deemed to be
participants in the solicitation of proxies in respect of electing the board
of directors of the Company at the 2003 Annual Meeting of stockholders of the
Company. Those executive officers and directors of the Company are: Ron G.
Stegall, William C. Bousquette, W. Darcy McKeough, James T. Nichols, Brian E.
Levy, Ean G. Daoust, Jeffrey A. Losch and James P. Maddox.
Those executive officers and directors have interests in the solicitation from
their beneficial ownership of the common stock of the Company. Additional
information with respect to the beneficial ownership of those executive
officers and directors of the Company common stock is set forth immediately
below:
Name Shares(1)
Ron G. Stegall, Director, Chairman of the Board 87,500
William C. Bousquette, Director 107,100
W. Darcy McKeough, Director 75,000
James T. Nichols, Director and Vice Chairman 184,159
Brian E. Levy, Director, President and Chief Executive Officer 515,266
Ean G. Daoust, Vice President 24,912
Jeffrey A. Losch, Senior Vice President, Secretary and General Counsel 38,750
James P. Maddox, Vice President and Chief Financial Officer 32,202
(1) Includes shares subject to options that may be exercised within 60 days
of the date of this press release.
The Company's non-executive directors also receive customary compensation from
the Company in exchange for their services as directors.
EXHIBIT A
[Letterhead of Brian E. Levy]
September 5, 2003
Liberation Investments L.P.
Liberation Investments Ltd.
c/o Libra Securities Group, LLC
11766 Wilshire Boulevard, Suite 870
Los Angeles, CA 90025
Attention: Mr. Emanuel R. Pearlman
Dear Mr. Pearlman:
We understand from your recent press releases and SEC filings that
you beneficially own 5.2% of InterTAN's outstanding stock and that you intend
to nominate two persons for election to InterTAN's board, "to urge the board
to pursue a strategy . . . involv[ing] . . . a sale of the Company's business
or the conversion of the Company to a Canadian income trust".
InterTAN's board for some time actively has been exploring and
continues to explore both those alternatives. Further to the meeting Jim
Maddox and I had with you in July at your offices in New York, we invite you
to meet with us at our offices so that we can make a full presentation to you,
your nominees and your advisors detailing our past and continuing efforts in
that regard. Participating in the presentation will be our senior management,
including me, as well as our outside advisors who have been assisting our
evaluation of those alternatives, including our U.S. law firm, our Canadian
law firm and our financial advisor. We envision the presentation lasting 1/2 a
day, during which we propose to lay out our current thinking about the various
contractual, tax and other complexities involved in pursuing those
alternatives. And, of course, we would welcome the opportunity to get the
benefit of your and your nominees' suggestions. We envision the presentation
occuring the week of September 22 or at another mutually convenient time.
In order to permit us to comply with Regulation FD in connection with
this presentation, please sign and return to us the attached confidentiality
agreement. Please note that it is in customary form and specifically does not
include any "standstill" obligation on your part. To the extent that your
lawyers have any concerns about the confidentiality agreement, please have
them contact our lawyers at the address below. Although our presentation, to
the extent it includes material non-public information, may temporarily
restrict your ability to trade our stock, it may do so no more than would the
election of your nominees to our board.
We look forward to your response, and to meeting with you and
discussing ways to maximize value for all InterTAN stockholders.
Very truly yours,
/s/ Brian E. Levy
Brian E. Levy
President and Chief Executive Officer
InterTAN, Inc.
Encl.
Copies w/encl. to Mr. Dennis J. Block
Cadwalader, Wickersham & Taft LLP
100 Maiden Lane
New York, NY 10038
Mr. Scott M. Freeman
Sidley Austin Brown & Wood LLP
787 Seventh Avenue
New York, NY 10019
September 5, 2003
CONFIDENTIAL
- ------------
InterTAN, Inc.
279 Bayview Drive
Barrie, Ontario
Canada L4M RW5
Confidentiality Agreement
-------------------------
Ladies and Gentlemen:
In the course of discussions with you relating to strategic
alternatives being considered by InterTAN, Inc. (the "Company"), we anticipate
that the Company will furnish us with oral and written information regarding
the Company. In consideration of the Company's agreement to furnish us with
such information (all such information, whether furnished to us prior to or
after the date of this letter agreement (this "Agreement"), is referred to
herein as the "Confidential Material"), we agree to the following:
1. The Confidential Material shall be kept confidential by us and
shall not be disclosed by us to any person, except that we may disclose the
Confidential Material or portions thereof to those of our accountants,
investment bankers, lawyers, employees, nominees for election to the board of
directors of the Company and representatives (the persons to whom such
disclosure is permissible being collectively called "Representatives") who
need to know such information solely for the purpose of assisting us
(provided, however, that we will not disclose the Confidential Material or any
portion thereof to such Representatives unless such Representatives are
informed our obligations hereunder and of the confidential nature of the
Confidential Material and such Representatives agree to maintain such
Confidential Material in confidence). We agree to be liable for any breach of
this agreement by any Representative, as if such Representative were a party
hereto with our obligations hereunder. In the event that we or any of our
Representatives become legally compelled (by deposition, interrogatory,
request for documents, subpoena, civil investigative demand or similar
process) to disclose any of the Confidential Material, we shall provide you
with prompt written notice of such compulsion prior to making any disclosure
so that you may seek a protective order or other appropriate remedy and/or
waive compliance with the terms of this Agreement. In the event that such
protective order or other remedy is not obtained, we shall furnish only that
portion of the Confidential Material which is legally required to be provided
and shall exercise reasonable efforts to obtain assurance that confidential
treatment will be accorded such Confidential Material.
2. The term "Confidential Material" does not include any information
that (a) at the time of disclosure or thereafter is generally available to or
known by the public (other than as a result of a disclosure in violation of
this Agreement directly or indirectly by us or our Representatives), (b) was
available to us on a non-confidential basis from a source other than you or
your representatives, so long as such source was not bound by a
confidentiality agreement regarding you, or (c) has been independently
acquired or developed by us without violating any of our obligations under
this Agreement.
3. Upon your request, we will destroy or return to you all copies of
the Confidential Material in our possession or in the possession of our
Representatives except that our legal counsel may, subject to all other terms
of this Agreement, retain in its files a copy of any Confidential Material
solely for use in the resolution of any disputes between you and us.
4. We understand and acknowledge that you are not making any
representation or warranty, express or implied, as to the accuracy or
completeness of the Confidential Material or of any other information
concerning the Company provided or prepared by or for you, and you will have
no liability to us or any other person resulting from the use of the
Confidential Material or any such other information.
5. Each party agrees that the Company does not have any obligation to
pursue any strategic alternative by virtue of this Agreement or any other
written or oral expression with respect to any such strategic alternative. We
agree that the Company does not have any obligation of any kind whatsoever to
furnish us with any particular Confidential Material that we have requested or
may request.
6. We hereby acknowledge that we are aware, and, as applicable, we
have advised our Representatives, that United States and Canadian securities
laws prohibit any person who has material non-public information about a
company from purchasing or selling securities of such company, or from
communicating such information to any other person under circumstances in
which it is reasonably foreseeable that such person is likely to purchase or
sell such securities. Consequently, we agree that neither we nor our
Representatives shall purchase or sell any securities, or make any
communications, in violation of such securities laws.
7. Each party agrees that, in the event of any breach of the
provisions of this Agreement, the other party shall be entitled to equitable
relief, including in the form of injunctions or orders for specific
performance, in addition to all other remedies available to the other party at
law or in equity. We agree that money damages would not be a sufficient remedy
for any breach of this Agreement by us. No delay or failure by either party
hereto in exercising any right, power or privilege hereunder will operate as a
waiver thereof, nor will any single waiver or partial exercise thereof
preclude any other or further exercise of any right, power or privilege
hereunder. We agree that in the event that the Company enforces our
obligations hereunder, we shall reimburse the Company for all costs and
expenses, including attorney's fees, incurred by the Company in that regard.
8. The term "person" as used in this Agreement will be interpreted
broadly to include, without limitation, any governmental authority,
corporation, company, partnership, limited liability company, joint venture or
individual.
9. This Agreement shall terminate three years after the date hereof.
This agreement is for the benefit solely of the parties hereto and
will be governed by and construed in accordance with the laws of the State of
New York, without regard to principles of conflicts of laws.
If you agree with the foregoing, please sign and return a copy of
this letter, which will constitute our agreement with respect to the subject
matter of this letter.
Very truly yours,
------------------------------------
Name: Emanuel R. Pearlman
LIBERATION INVESTMENTS L.P.
By:
------------------------------
Name:
Title:
LIBERATION INVESTMENTS LTD.
By:
------------------------------
Name:
Title:
Accepted and agreed as of the date written above:
INTERTAN, INC.
By:
-------------------------
Name:
Title: