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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***
NEWS RELEASE
FOR IMMEDIATE RELEASE
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TORONTO, Oct. 10, 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
October 10, 2003
VIA OVERNIGHT COURIER
Liberation Investments L.P.
c/o Libra Securities Group, LLC
11766 Wilshire Boulevard, Suite #870
Los Angeles, CA 90025
Liberation Investment Ltd.
c/o Libra Securities Group, LLC
11766 Wilshire Boulevard, Suite #870
Los Angeles, CA 90025
Attention: Mr. Emmanuel R. Pearlman
Dear Manny:
For the record, we would like to follow up our Friday telephone
conversation concerning your October 3 letter to me.
As we discussed, contrary to what you suggest in your letter,
InterTAN does not need additional expensive advisers. When we met in July, you
strongly recommended that InterTAN retain an investment banking firm with
which you presumably have a relationship. We declined, and have since
announced that InterTAN has retained one of the largest and best investment
banking firms in Canada, Scotia Capital, to assist us with evaluating our
strategic alternatives. To be clear, Scotia had been assisting us for several
months prior to our meeting. We are not sure what relationship you and your
nominees have with Providence Capital, your suggested "advisor", but we do not
believe their services are necessary.
Your request that InterTAN organize an "institutional shareholder
committee" and meet with that committee to update it on InterTAN's efforts to
maximize shareholder value by either selling the Company or converting to a
Canadian income trust is not workable. First, we reject the innuendo implicit
in your letter that we are somehow insensitive or "out of touch" with our
shareholders. As a member of both management and the Board, I have continually
and consistently spoken to our investors within the parameters of Regulation
FD, both to explain our operating and strategic philosophy and to maintain a
continued sensitivity to views of our investors. Jim Maddox, our CFO, spends a
considerable portion of his time with our larger shareholders. From time to
time and as appropriate, our independent board members are also in contact
with shareholders.
In addition, as your lawyers will tell you, in order for us to
disclose any material non-public information to such a committee, each member
of the committee would, under Regulation FD, need to execute a confidentiality
agreement. You refused to execute such an agreement, arguing that it would
limit your flexibility to sell or buy additional InterTAN shares. Why would
any of your fellow shareholders feel any differently? And, of course, there is
no point to such meetings if the only information InterTAN can share would be
either immaterial or already public.
Moreover, we have previously stated why we strongly disagree with
your proposal that InterTAN immediately announce its intention to convert to a
Canadian income trust in the face of a pending retroactive tax bill in
Congress that could cost InterTAN up to $2 per share in U.S. federal income
tax. While such an announcement might cause the stock to pop up for a bit and
allow you to liquidate your position, it could be very expensive to our
long-term holders, who would indirectly be left paying the tax bill. In
addition to being imprudent at this time, our advisors indicate that such an
announcement may also adversely affect our efforts to obtain a favorable
resolution to the tax uncertainty in Washington, D.C.
You claim to be "shocked" by the amount of expense that you are
imposing on InterTAN because of your misguided proxy contest. Your letter says
that you "are shocked by the amount of money [required for] a proxy
solicitation against [Liberation Investments, which] has no intention of
acquiring . . . the Company." Needless to say, if Liberation were willing to
acquire the Company at an appropriate price, that would save InterTAN a lot of
money, because we wouldn't be having a proxy fight with you--we'd be having
merger negotiations with you. It is only because you seek, as a 5%
shareholder, to place two nominees on our Board that the expense of a proxy
solicitation will be incurred.
Accordingly, despite its rhetorical flourishes, your October 3
letter presents your same old proposals in new packaging. Your letter is
transparently designed as a public relations ploy; however, we believe that
InterTAN's shareholders are too smart to be taken in by such tactics. We will
make our case to all the InterTAN shareholders at the appropriate time, and we
are confident that very few of our shareholders will support putting your
nominees on their company's Board.
Very truly yours,
/s/ Brian E. Levy
Brian E. Levy
President and Chief Executive Officer
**********
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 above will be effected.
The Company has filed with the Securities and Exchange Commission a
preliminary proxy statement, and expects in the near future to file a
definitive proxy statement with the Securities and Exchange Commission,
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 may obtain a free copy of the
preliminary proxy statement, and when will be able to obtain a free copy of
the proxy statement and other relevant documents when filed, 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. Information about these participants and their ownership of InterTAN
shares are set forth in the preliminary proxy statement filed by the Company
with the SEC. Investors may obtain additional information regarding the
interests of such participants by reading the preliminary proxy statement.
InterTAN, Inc., headquartered in Toronto, operates 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).