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. ___)
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InterTAN, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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***
NEWS RELEASE
FOR IMMEDIATE RELEASE
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TORONTO, Sep. 16, 2003 -- InterTAN, Inc. (NYSE: ITN; TSX: ITA), a leading
consumer electronics retailer of both private label and internationally
branded products, today announced that the following letter was sent to
Emanuel R. Pearlman, Liberation Investments L.P. and Liberation Investments
Ltd.:
[Letterhead of Brian E. Levy]
September 16, 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 have reviewed with our Board of Directors your letter dated
September 10, 2003. We are pleased that you have accepted our invitation to
you and your nominees to come to our offices in Barrie to hear a presentation
by our management and our outside Canadian and U.S. legal and financial
advisors concerning the Company's continuing efforts regarding a possible sale
of the Company or its conversion to a Canadian income trust. At that meeting,
we will also explain to you how, contrary to your letter, InterTAN's stock has
outperformed various indices and peer groups over the last five years. We also
look forward to hearing your and your
nominees' constructive suggestions concerning our mutual goal of maximizing
shareholder value.
We are disappointed, however, that you have decided not to enter
into a confidentiality agreement with us, because that will require our
presentation, in order to comply with Regulation FD, to exclude any material
non-public information that at this time would be inappropriate for us
publicly to disclose to all our stockholders.
We and our advisors are available on Thursday, September 25.
Representing our Board of Directors will be Ron Stegall, our Chairman, Bill
Bousquette and me. Please have your lawyers contact ours to let us know who,
if anyone, besides you and your two nominees will attend.
We look forward 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.
Copies 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
**********
InterTAN, Inc. (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 the letter included in 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 directors and executive officers 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.