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))
|X| Definitive Proxy Statement
| | Definitive Additional Materials
| | Soliciting Material Under Rule 14a-12
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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Payment of filing fee (Check the appropriate box):
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:
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(3) Filing Party:
(4) Date Filed:
[COMPANY LOGO] InterTAN, Inc.
279 Bayview Drive, Barrie, Ontario L4M 4W5
October 20, 2003
Dear Fellow Stockholder:
It is a pleasure to invite you to InterTAN's 2003 Annual Meeting at 10:00
a.m., local time, at the offices of the Company located at 279 Bayview Drive,
Barrie, Ontario, on Friday, December 5, 2003. At the meeting, stockholders
will vote for the election of two directors and on such other business as may
properly come before the meeting. In addition, you will receive a report on
the operations of your company for the 2003 fiscal year and your management
will be pleased to answer your questions.
I urge each of you to read the accompanying Proxy Statement and the
enclosed 2003 Annual Report, particularly the letter to stockholders included
in the Annual Report, which describe the changes in the operating performance
of your company that occurred in fiscal 2003.
Whether you own a few or many shares of stock and whether or not you plan
to attend in person, it is important that your shares be voted on matters that
come before the meeting. I urge you to specify your choices by completing the
enclosed GREEN proxy card and returning it promptly. If you sign and return
your GREEN proxy card without specifying your choices, it will be understood
that you wish to have your shares voted in accordance with the Board of
Directors' recommendations. Voting in advance of the Annual Meeting will not
limit your right to vote in person should you wish to attend the Annual
Meeting.
I look forward to seeing you at InterTAN's 2003 Annual Meeting.
Very truly yours,
/s/ BRIAN E. LEVY
BRIAN E. LEVY
President and Chief Executive Officer
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IMPORTANT
Your vote is important. Please take a moment to sign, date and promptly
mail your GREEN proxy card in the postage-paid envelope provided. If your
shares are registered in the name of a broker, only your broker can execute a
proxy and vote your shares and only after receiving your specific
instructions. Please contact the person responsible for your account and
direct him or her to execute a proxy on your behalf today. If you have any
questions or need further assistance in voting, please contact the firm
assisting us in the solicitation of proxies:
Morrow & Co., Inc.
Call toll free at (800) 607-0088
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InterTAN, Inc.
279 Bayview Drive
Barrie, Ontario, Canada L4M 4W5
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 5, 2003
---------------------------
TO THE HOLDERS OF COMMON STOCK
OF INTERTAN, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
InterTAN, Inc. (the "Company") will be held at the Company's offices located
at 279 Bayview Drive, Barrie, Ontario, on Friday, December 5, 2003 at 10:00
a.m., local time, and at any or all adjournments or postponements thereof, for
the following purposes:
(1) To elect two Class II Directors to serve for a three-year term; and
(2) To transact such other business as may properly come before the
meeting and any adjournments or postponements thereof.
The date fixed by the Board of Directors as the record date for the
determination of the stockholders entitled to notice of, and to vote at, the
Annual Meeting is the close of business on October 7, 2003, and only those
holders of record of Common Stock on such record date will be so entitled. A
list of stockholders of record who may vote at the Annual Meeting or at any
adjournments or postponements will be available during business hours for any
stockholder of the Company to examine for any purpose relevant to the Annual
Meeting. The list will be available for at least ten days before the Annual
Meeting at the office of the Secretary of the Company, 279 Bayview Drive,
Barrie, Ontario, Canada L4M 4W5.
The Notice of Annual Meeting of Stockholders is first being mailed to
holders of Common Stock on or about October 21, 2003.
By Order of the Board of Directors
/s/ JEFFREY A. LOSCH
JEFFREY A. LOSCH
Senior Vice President, Secretary and
General Counsel
Barrie, Ontario, Canada
October 20, 2003
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN AND DATE THE ENCLOSED GREEN PROXY CARD AND PROMPTLY MAIL IT IN
THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. IN THE EVENT YOU DECIDE TO ATTEND THE MEETING, YOU MAY, IF DESIRED,
REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
InterTAN, Inc.
279 Bayview Drive
Barrie, Ontario, Canada L4M 4W5
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PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 5, 2003
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of InterTAN, Inc. (the "Company") of proxies to be
voted at the annual meeting of stockholders scheduled to be held in Barrie,
Ontario on December 5, 2003 at 10:00 a.m., local time, and at any and all
adjournments or postponements thereof (the "Annual Meeting"). The date fixed
by the Board of Directors as the record date for the determination of the
stockholders entitled to notice of, and to vote at, the Annual Meeting is the
close of business on October 7, 2003 (the "Record Date"). The solicitation of
the enclosed form of proxy is made on behalf of the Board of Directors.
Copies of this Proxy Statement and the form of proxy are being mailed to
stockholders on or about October 21, 2003. A copy of the Company's annual
report containing financial statements for the fiscal year ended June 30, 2003
is enclosed with this Proxy Statement, but is not to be considered as a part
of the proxy solicitation materials.
The Annual Meeting is called for the following purposes: (i) to elect two
Class II Directors to serve for a three-year term; and (ii) to transact such
other business as may properly come before the meeting and any adjournments or
postponements thereof.
Only holders of record of the Company's Common Stock at the close of
business on the Record Date are entitled to notice of and to vote at the
Annual Meeting. The total number of outstanding shares of the Company's Common
Stock as of the Record Date was 20,673,314. The Common Stock is the only class
of the Company's stock outstanding and, therefore, is the only class entitled
to vote at the Annual Meeting, with each share entitled to one vote. A
stockholder may revoke a proxy at any time before such proxy is voted by
giving written notice of such revocation, or delivering a later dated proxy,
to the Secretary of the Company at the address set forth above. A proxy may
also be revoked by attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not in and of itself constitute a
revocation of a proxy). If your shares are held by a broker, you must contact
your broker to revoke your proxy. All properly executed proxies delivered
pursuant to this solicitation and not revoked will be voted at the Annual
Meeting in accordance with the directions given, or if no directions are
given, such proxies will be voted for the named director nominees.
The presence, either by proxy or in person, of holders of a majority of
the issued and outstanding shares of Common Stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum for the Annual Meeting.
Shares owned by the Company or by InterTAN Canada Ltd. are not voted and do
not count for quorum purposes. In order to assure the presence of a quorum at
the Annual Meeting, please vote your shares by completing, signing, and dating
the enclosed GREEN proxy card and returning it promptly in the enclosed
postage-paid envelope, even if you plan to attend the Annual Meeting in
person.
Votes cast at the meeting will be tabulated by persons appointed as
inspectors of election for the Annual Meeting. Provided a quorum is present,
the election of the Class II Director nominees will be by a plurality of the
votes cast by the stockholders voting in person or by proxy at the Annual
Meeting. Any abstentions, "broker non-votes" (shares held by brokers or
nominees as to which they have no discretionary authority to vote on a
particular matter and have received no instructions from the beneficial owners
or persons entitled to vote thereon) or other limited proxies will have no
effect on the election of directors, but will be counted as present to
establish a quorum.
A stockholder may: (i) vote for the election of both named director
nominees, (ii) withhold authority to vote for both named director nominees or
(iii) vote for the election of one named director nominee and withhold
authority to vote for the other by so indicating in the appropriate space on
the GREEN proxy card. Duly executed and unrevoked GREEN proxies received by
the Company prior to the Annual Meeting will be voted in accordance with the
stockholders' specifications marked thereon. In the absence of a specific
direction from the stockholder, the GREEN proxies will be voted for the
election of both named director nominees.
IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE,
WE URGE YOU TO CONTACT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT AND DIRECT HIM
OR HER TO VOTE "FOR" YOUR BOARD'S NOMINEES ON OUR GREEN PROXY CARD.
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ELECTION OF DIRECTORS
Board of Directors
As provided in the Restated Certificate of Incorporation and the Amended
and Restated Bylaws of the Company, the Board of Directors is divided as
evenly as possible into three classes, with one class of directors elected at
each annual meeting of stockholders to serve for a three-year term. The Board
of Directors currently consists of five directors: one Class I Director, two
Class II Directors and two Class III Directors.
Two Class II Directors are to be elected at the Annual Meeting to hold
office for a three-year term to expire at the Annual Meeting of Stockholders
in 2006. Messrs. Ron G. Stegall and W. Darcy McKeough, each of whom is
currently a director of the Company, have been nominated for election, and it
is the intention of the persons named in the accompanying GREEN proxy card to
vote for their election. Each of Messrs. Stegall and McKeough have indicated
his willingness to serve for an ensuing term, but if one or more of such
nominees is unable or should decline to serve as a director at or prior to the
Annual Meeting, which is not anticipated by the Company, it is the intention
of the persons named in the GREEN proxy card to vote for such other person as
they, in their discretion, shall determine.
Recommendation of the Board of Directors
The Board of Directors of the Company unanimously recommends that
stockholders vote FOR Ron G. Stegall and W. Darcy McKeough as Class II
Directors to hold office until the 2006 Annual Meeting of Stockholders and
until each of their successors is elected and qualified.
Board of Directors and Management
The following table sets forth certain information regarding the current
directors and executive officers of the Company:
Name Age Position
---- --- --------
W. Darcy McKeough................. 70 Director---Class II (Director Nominee - term expiring at Annual
Meeting)
Ron G. Stegall.................... 56 Director---Class II (Director Nominee - term expiring at Annual
Meeting) and Chairman of the Board
William C. Bousquette............. 66 Director---Class III (term expiring 2004)
Brian E. Levy..................... 44 Director---Class III (term expiring 2004) and President
and Chief Executive Officer
James T. Nichols.................. 60 Director---Class I (term expiring 2005) and Vice Chairman
Jeffrey A. Losch.................. 44 Senior Vice President, Secretary and General Counsel
James P. Maddox................ 48 Vice President and Chief Financial Officer
Ean G. Daoust.................... 46 Vice President
W. Darcy McKeough has served as a director of the Company since February
1994. Mr. McKeough has been the chairman of McKeough Supply Inc., a HVAC and
plumbing supply company, for over 10 years. He was formerly a director of The
Canadian Imperial Bank of Commerce and currently serves as a trustee of
Retirement Residences Real Estate Investment Trust and a director of other
Canadian corporations, including CableServ Inc., a Canadian public company.
Ron G. Stegall has served as a director of the Company since September
1996. In July 1997, Mr. Stegall became the Chairman of the Board of Directors.
Mr. Stegall has been the Chief Executive Officer of Arlington Equity Partners,
Inc., a private investment fund that invests in start-up retail operations,
since February 1992 and has also been General Partner of American Eagle
Harley-Davidson dealership since October, 2001. Mr. Stegall also
3
serves as a director of Hastings Entertainment Inc., a retailer of books,
music, software and videos, and Gadzooks, Inc., a leading retailer of teen
fashion, both of which are public companies.
William C. Bousquette has served as a director of the Company since July
1997. Since December 1996, Mr. Bousquette has been a self-employed independent
investor. From January 1995 until December 1996, Mr. Bousquette served as
Senior Vice President and Chief Financial Officer of Texaco Inc. Prior thereto
Mr. Bousquette served as Executive Vice President and Chief Financial Officer
of Tandy Corporation (now named RadioShack Corporation) from November 1990 to
January 1995. Mr. Bousquette previously served as a director of the Company
from July 1991 until August 1992. Mr. Bousquette also serves as a director of
Gadzooks, Inc., a public company.
James T. Nichols served as the President of the Company from January 1995
to January 1998 and has served as a director of the Company since February
1995, and as Vice Chairman of the Board of Directors since January 1998. From
April 1996 to December 1998, Mr. Nichols served as the Chief Executive Officer
of the Company; from January 1995 to April 1996, Mr. Nichols was the Company's
Chief Operating Officer. Prior to joining the Company, Mr. Nichols was the
Executive Vice President of Retail Operations with the RadioShack division of
Tandy Corporation (now named RadioShack Corporation) from January 1992 until
January 1995.
Brian E. Levy has served as President and Chief Executive Officer of the
Company since January 1999 and has served as a director since November 1998.
Previously, he had served as President and Chief Operating Officer of the
Company from January 1998 to January 1999. From September 1996 until December
1997 Mr. Levy served as President of Store Operations of Levitz Furniture
Incorporated. Prior to September 1996, Mr. Levy served in various capacities
for 22 years at Tandy Corporation (now named RadioShack Corporation), most
recently including Senior Vice President - Tandy Specialty Retail Group, Vice
President - Retail Operations, Incredible Universe, and Vice President -
Midwest Division, RadioShack.
Jeffrey A. Losch has served as Senior Vice President, Secretary and
General Counsel of the Company since September 2001. From March 1999 to
September 2001, Mr. Losch served as Vice President, Secretary and General
Counsel of the Company. From December 1993 to March 1999, Mr. Losch was
Corporate Counsel and Secretary at Whirlpool Canada Inc., the Canadian
subsidiary of Whirlpool Corporation. Prior to December 1993, Mr. Losch was
engaged in the private practice of law at the Toronto, Ontario office of the
law firm Lang Michener.
James P. Maddox has served as Vice President and Chief Financial Officer
of the Company since January 2002. From September 2001 to January 2002, Mr.
Maddox served as Vice President, Finance of the Company. From January 2000 to
September 2001, Mr. Maddox was Vice President, Finance/Controller of the
Company's Canadian subsidiary, InterTAN Canada Ltd. From July 1999 to January
2000, Mr. Maddox was Controller at Quality Meat Packers Ltd., a meat packaging
company in Toronto, Ontario. From August 1994 to July 1999, Mr. Maddox held
several senior financial positions with The Oshawa Group Limited, a large
grocery retailer in Canada.
Ean G. Daoust has served as Vice President of the Company since April
2003. Prior to April 2003, Mr. Daoust was employed by InterTAN Canada Ltd. for
over 20 years and has served in various senior sales related capacities, most
recently as Senior Vice President, Sales Channels.
Each executive officer is elected annually by the Board of Directors
immediately following the Annual Meeting of Stockholders to serve for the
ensuing year, or until his successor is duly appointed.
Meetings and Committees of the Board of Directors; Compensation of Directors
The Board of Directors of the Company held nine meetings during fiscal
2003, four by personal attendance, and five by telephone conference, and acted
on one other matter by unanimous written consent. Each of the directors
attended at least 75% of the total number of meetings of the Board of
Directors and of the committees on which he served.
In accordance with the Amended and Restated Bylaws of the Company, the
Board of Directors has established an Audit Committee and an Organization and
Compensation Committee.
4
We have reviewed our corporate governance policies and practices in view
of the Sarbanes-Oxley Act of 2002, the new rules adopted by the Securities and
Exchange Commission and the current and proposed New York Stock Exchange (the
"NYSE") listing rules.
Messrs. McKeough, Bousquette, and Nichols, each of whom is independent as
defined in Section 303.01(B)(2)(a) and (3) of the NYSE's listing standards as
they are currently in effect, are current members of the Audit Committee
through the Annual Meeting. Mr. McKeough is the Chairman of such committee.
The functions of the Audit Committee include reviewing the Company's quarterly
operating results and earnings releases; reviewing the audited financial
statements and the recommendation to include them in the Company's annual
report; reviewing with the independent auditors their assessment of the
Company's reporting processes; the engagement, compensation and monitoring of
the performance of the Company's independent auditors; reviewing the scope and
timing of the Company's audit and non-audit services to be rendered by the
independent accountants; confirming the independence of the auditors; and
reviewing the report of the independent accountants upon completion of their
audit. The Audit Committee held six meetings during fiscal 2003, three of
which were by telephone conference. The Company's Board of Directors has
adopted a written charter for the Audit Committee.
Messrs. Bousquette, McKeough and Stegall, each of whom is a non-employee
director under existing New York Stock Exchange listing standards, are the
members of the Organization and Compensation Committee through the Annual
Meeting. Mr. Bousquette is the Chairman of such committee. The principal
functions of the committee are reviewing and making recommendations to the
Board of Directors concerning compensation plans; the granting of stock
options to executive officers and other personnel; appointments and promotions
to official positions; reviewing corporate structure and making
recommendations to the Board as to alterations thereof; and making
recommendations to the Board of Directors with respect to any candidate for
director of the Company and compensation of Board members. The Organization
and Compensation Committee met one time during fiscal 2003 and acted on one
other matter by unanimous written consent. To be considered by the
Organization and Compensation Committee, stockholders who wish to suggest
nominees for election to the Board of Directors at the 2004 Annual Meeting
should submit their suggestions in writing no later than September 5, 2004 to
the Secretary of the Company.
A director who is an employee of the Company is not compensated for
service as a member of the Board of Directors or any committee of the Board.
In fiscal 2003, non-employee directors received cash compensation consisting
of an annual retainer of $30,000, payable quarterly, plus $2,000 for each
Board of Directors meeting personally attended and $500 for each meeting of
the Board of Directors conducted by telephone conference call. In addition,
Board members personally attending committee meetings not held in conjunction
with a Board meeting receive $1,000 per committee meeting. If the committee
meeting is conducted by telephone conference call, the compensation is $500.
In fiscal 2003, the Chairman of the Board was paid an additional fee of
$100,000 for services rendered to the Company, payable quarterly. As stated
above, in fiscal 2003 there were nine Board meetings, four meetings where
directors were in personal attendance, and five meetings by telephone
conference. There were four committee meetings not held in conjunction with a
Board meeting, each where committee members participated in person or by
telephone. Expenses of attendance at Board and committee meetings are paid by
the Company. During fiscal 2003, the Board of Directors acted once on other
matters by unanimous written consent.
Solicitation by Dissident Group
On August 12, 2003, Liberation Investments, L.P., a Delaware limited
partnership, Liberation Investments Ltd., Liberation Investment Group LLC, and
Emanuel R. Pearlman (collectively, the "Dissident Group") filed a Schedule 13D
(the "Schedule 13D Filing") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). In the Schedule 13D Filing, the Dissident Group
stated, among other things, that they had "delivered a letter to the Company's
secretary, in accordance with the Company's by-laws, providing their notice of
intent to nominate two individuals to the Board of Directors of the Company at
the 2003 Annual Meeting of Stockholders of the Corporation." The Schedule 13D
Filing reported that the Dissident Group "intend to file a proxy statement and
other relevant documents with the Securities and Exchange Commission and to
solicit proxies in support of the election of [such nominees] to the InterTAN
board."
The Schedule 13D Filing further reported that the Dissident Group
believes that its "nominees will, subject to their fiduciary duties to all
InterTAN shareholders, propose a strategy for the Company to maximize
shareholder
5
value. Such a strategy could include, among other things, an extraordinary
transaction, such as a sale of the Company's business or a conversion of the
Company to a Canadian income trust."
On August 26, 2003, the Dissident Group filed an amendment to the
Schedule 13D Filing (the "First Amendment"). The First Amendment reported,
among other things, that
"until such time as a suitable alternative is implemented, the [Dissident
Group] will continue to pursue the election of [the Dissident Group's
nominees] to the InterTAN Board."
On September 16, 2003, the Dissident Group filed preliminary proxy
materials with the Securities and Exchange Commission relating to the Annual
Meeting (the "Dissident Group Proxy Statement"). In the Dissident Group Proxy
Statement, the Dissident Group proposed two director nominees.
The Board of Directors unanimously opposes the nominees of the Dissident
Group and urges stockholders to reject the proxy solicitation of the Dissident
Group and not to sign or return any WHITE proxy cards sent by the Dissident
Group.
Why the Board's Nominees Should Be Elected
We oppose the Dissident Group's solicitation and urge that you not sign
any proxy card sent to you by the Dissident Group. The Board believes that
election of the Dissident Group's nominees is not in the best interests of the
Company's stockholders, for the reasons discussed below.
o The Board of Directors nominated Messrs. Stegall and McKeough because
it believes that they are highly qualified. Messrs. Stegall and
McKeough have significant industry experience and first-hand knowledge
of the Company's business, operations and personnel, including over
nine years of service on the Company's Board of Directors by Mr.
McKeough and seven years of service on the Board (six years as
chairman) by Mr. Stegall. Since April 2002, Mr. McKeough has also
served as a trustee for Retirement Residences Real Estate Income
Trust, a Canadian income trust, and he is familiar with the legal
structure and operations of such trusts. The Board believes that each
of its nominees is a highly respected businessman with significant
business experience, as described in their biographies above. Mr.
Stegall is the Chairman of the Company's Board of Directors, and Mr.
McKeough is an independent director and the chairman of the Company's
Audit Committee. The Board believes that the Company's nominees have
superior board experience with respect to the sale of consumer
electronics products and services. In contrast, based on the proxy
materials provided by the Dissident Group, their nominees do not
appear to have experience in the Company's business or industry.
o Your Board of Directors believes that it has always acted to maximize
shareholder value for all our stockholders, and is continuing to do
so. As members of the Board over the past five years, the Company's
nominees oversaw the successful disposition of the Company's
Australian and United Kingdom operations. These operations, which were
not adequately contributing to the Company's profitability, were sold
for what the Board believes was a good price. The proceeds of those
sales were used both to upgrade the Company's stores and
infrastructure and to repurchase substantial amounts of the Company's
stock in the open market--both of which the Board believes maximized
shareholder value. The Dissident Group's nominees do not have this
experience with the Company.
Beneficial Ownership of Voting Securities by Executive Officers and Directors
The following table sets forth, as of September 30, 2003, information
with respect to the beneficial ownership of Common Stock by the Company's
directors, the Chief Executive Officer, each of the Company's three other
executive officers, and all present directors and named executive officers as
a group.
6
Aggregate Number
of Shares Percentage of
Name Beneficially Owned (1) Outstanding Shares(2)
- ---- ---------------------- ---------------------
William C. Bousquette............................................ 107,100 *
W. Darcy McKeough................................................ 75,000 *
Ron G. Stegall................................................... 87,500 *
James T. Nichols................................................. 184,159 *
Brian E. Levy.................................................... 517,067 2.50%
Jeffrey A. Losch................................................. 39,203 *
James P. Maddox.................................................. 32,725 *
Ean G. Daoust.................................................... 25,429 *
All Directors and Executive...................................... 1,068,183 5.17%
Officers as a Group (8 persons)
- -------------------------------
* Less than 1% of issued and outstanding shares of Common Stock.
(1) The number of shares of Common Stock beneficially owned by each
non-employee director (except for Mr. Nichols) includes 37,500 shares
each pursuant to the 1991 Non-Employee Director Stock Option Plan and
30,000 shares beneficially owned by each non-employee director (including
Mr. Nichols) pursuant to the Director Stock Option Grant approved in
1999, which such persons have a right to acquire on or within 60 days
after September 30, 2003. The number of shares of Common Stock
beneficially owned by Messrs. Levy, Losch, Maddox and Daoust include
438,500, 32,200, 19,000 and 19,766 shares, respectively, or 509,466
shares in the aggregate, which such persons have a right to acquire on or
within 60 days after September 30, 2003 pursuant to certain stock options
granted under the Company's 1996 Stock Option Plan. The number of shares
beneficially held by Messrs. Levy, Losch, Maddox and Daoust includes
3,874, 1,034, 1,104 and 1,075 shares, respectively, indirectly held
pursuant to the Company's Employee Stock Purchase Program for July,
August and September in the current fiscal year (but does not include
acquisitions made on behalf of these four individuals under such program
for any month after September 2003). The number of shares beneficially
held by Mr. Levy also includes 10,000 shares that he received in October
2000 pursuant to a contingent restricted stock unit award made in June
1999.
(2) Based on 20,673,314 shares outstanding, which was the number of shares
outstanding as of September 30, 2003.
Principal Stockholders
The Company, based upon information available to it, including public
filings with the SEC, knows of no person who was the beneficial owner, as of
September 30, 2003, of more than five percent (5%) of its issued and
outstanding Common Stock other than as set forth in the following table:
Number of Shares
Name and Address Beneficially Owned* Percent of Class+
- ---------------- ------------------- -----------------
Royce & Associates, LLC 1,737,700(1) 8.41%
1414 Avenue of the Americas
New York, New York 10019
Sprucegrove Investment Management Ltd. 1,345,300(2) 6.51%
181 University Avenue, Suite 1300
Toronto, Ontario M5H 3M7
FleetBoston Financial Corp. 1,305,594(3) 6.32%
100 Federal Street
Boston, Massachusetts 02110
7
Wellington Management Company, L.L.P. 1,130,000(4) 5.46%
75 State Street
Boston, Massachusetts 02019
Liberation Investments, L.P., 1,117,200(5) 5.40%
Liberation Investments Ltd.,
Liberation Investment Group LLC
and Emanuel R. Pearlman
c/o Libra Securities Group, LLC
11766 Wilshire Boulevard, Suite 870
Los Angeles, CA 90025
- ----------------------
* Unless indicated otherwise in the notes below, according to public
filings made by such beneficial owners, each beneficial owner has sole
voting and dispositive power with respect to the indicated shares.
+ Based on 20,673,314 shares outstanding, which was the number of shares
outstanding as of September 30, 2003.
(1) According to a Schedule 13G filed by Royce & Associates, LLC on February
5, 2003.
(2) According to a Schedule 13G filed by Sprucegrove Investment Management
Ltd. on May 28, 2003. Sprucegrove Investment reports it has sole power to
vote or direct the voting over 877,400 shares; it has shared power to
vote or direct the voting of 467,900 shares; it has sole power to dispose
or direct the disposition of 877,400 shares and has shared power to
dispose or direct the disposition of 467,900 shares.
(3) According to an Amendment No. 1 to a Schedule 13G filed by FleetBoston
Financial Corp. on February 14, 2003. FleetBoston Financial Corp. reports
it has sole power to vote or direct the voting of 883,444 shares; it has
sole power to dispose or direct the disposition of 1,305,594 shares.
(4) According to a Schedule 13G filed by Wellington Management Company,
L.L.P. on February 12, 2003. Wellington Management reports it has shared
power to dispose or direct the disposition of 1,130,000 shares and shared
power to vote or direct the voting of 945,000 shares.
(5) According to an Amendment No. 3 to a Schedule 13D filed jointly by
Liberation Investments L.P., Liberation Investments Ltd., Liberation
Investment Group, LLC and Emanual R. Pearlman on October 1, 2003,
Liberation Investments L..P. beneficially owns 703,836 shares of Common
Stock, Liberation Investments Ltd. beneficially owns 413,364 shares of
Common Stock, Liberation Investments Group LLC, as the sole general
partner of, and sole investment adviser to, Liberation Investments L.P.
and Liberation Investments Ltd., beneficially owns 1,117,200 shares of
Common Stock and Mr. Pearlman, as the majority member and the General
Manager of Liberation Investments Group LLC, beneficially owns 1,117,200
shares of Common Stock.
EXECUTIVE COMPENSATION
The following table sets forth the total annual compensation paid,
payable, or accrued by the Company during fiscal 2003 and the two preceding
fiscal years to or for the account of the Company's current Chief Executive
Officer and each of the Company's three other executive officers. Also
included is one other executive officer who left the Company during fiscal
year 2003 (Mr. Michael D. Flink). Information set forth in the Summary
Compensation Table below under the heading "Options/SARs" refers to shares of
Common Stock underlying stock options. The Company has never granted any stock
appreciation rights ("SARs"). The Company does not have any long-term
incentive plans, other than its stock option plans.
8
Dollar amounts referenced in this proxy statement refer to U.S. dollars,
unless otherwise indicated. Please see note (4) to the Summary Compensation
Table for conversion rates used in converting Canadian dollars to U.S.
dollars.
Summary Compensation Table
Annual Compensation Long-Term Compensation
----------------------------- ----------------------------------
Securities
Restricted Underlying
Other Annual Stock Options/ LTIP All Other
Name and Principal Fiscal Salary Bonus(1) Compensation(2) Awards SARs Payouts Compensation(3)
Position Year ($) ($) ($) ($) (#Shs) ($) ($)
- --------------------------- -------- ---------- ----------- ------------------- ----------- ------------ ---------- ---------------
Brian E. Levy 2003 483,846 68,246 8,654 -- 75,000 -- 119,074
(President and Chief 2002 500,000 34,723 9,000 -- 75,000 -- 65,155
Executive Officer) 2001 475,000 161,417 9,000 -- -0- -- 78,121
Jeffrey A. Losch(4) 2003 135,254 13,512 9,251 -- 15,000 -- 42,014
(Senior Vice 2002 117,008 3,534 8,220 -- 15,000 -- 16,519
President, Secretary 2001 86,935 14,378 6,586 -- -0- -- 18,380
and General Counsel)
James P. Maddox(4) 2003 135,254 17,448 5,236 -- 25,000 -- 48,719
(Vice President and 2002 96,888 10,132 4,746 -- 15,000 -- 20,928
Chief Financial Officer) 2001 -- -- -- -- -- -- --
Ean G. Daoust(4)(5) 2003 116,302(5) 17,103(5) 8,441 -- 15,100 -- 20,286
(Vice President) 2002 86,003(5) 13,915(5) 2,123 -- 7,000 -- 7,797
2001 -- -- -- -- -- -- --
Michael D. Flink(4)(6) 2003 140,995 -0- 3,711 -- -0- -- 36,372(6)
(Former Executive 2002 57,123 14,390 1,598 -- 20,000 -- 6,778
Vice President, 2001 -- -- -- -- -- -- --
Merchandising and
Marketing)
- ----------------------------------------------------------------------------------------------------------------------------------
(1) All bonus awards are paid in cash; estimated bonus amounts are accrued at
fiscal year end and typically paid shortly thereafter. Fiscal year 2003
bonus amounts for Messrs. Levy, Losch, Maddox and Daoust include the
Company's matching contribution to the portion of such individual's bonus
utilized to participate in the Employee Stock Purchase Program of $5,055,
$1,001, $1,292 and $1,267, respectively.
(2) Amounts consist of the following: for Mr. Levy in fiscal year 2003,
$8,654 as a car allowance and in each of fiscal years 2002 and 2001,
$9,000 as a car allowance; for Mr. Losch in fiscal year 2003, $9,251 as a
car allowance, in fiscal year 2002, $8,220 as a car allowance and in
fiscal year 2001, $6,586 as a car allowance; for Mr. Maddox in fiscal
year 2003, $5,236 in taxable benefits in respect of a leased Company car
and in fiscal year 2002, $4,746 in taxable benefits in respect of a
leased Company car; for Mr. Daoust in fiscal year 2003, $8,441 in taxable
benefits in respect of a leased Company car and in fiscal year 2002,
$2,123 in respect of a car allowance; and for Mr. Flink in fiscal year
2003, $3,711 in car lease payments and in fiscal year 2002, $1,598 in car
lease payments.
(3) Amounts for fiscal year 2003 consist of the following: for Mr. Levy,
$68,553 was accrued under the Company's Deferred Compensation Plan
("DCP"), $40,000 representing the Company's matching contribution to the
Employee Stock Purchase Program ("SPP"), and $3,225 and $2,827
representing premiums paid, respectively, on term life and long-term
disability insurance policies; for Mr. Losch, $14,699 was accrued under
the DCP; $10,820 representing the Company's matching contribution to the
SPP, $7,892 representing a housing allowance, and $2,086 and $1,512
representing premiums paid, respectively, on term life and long-term
disability insurance policies; for Mr. Maddox, $24,539 was
9
accrued under the DCP, $10,820 representing the Company's matching
contribution to the SPP, and $3,554 and $4,801 representing premiums paid,
respectively, on term life and long-term disability insurance policies;
for Mr. Daoust, $3,191 was accrued under the DCP, $9,304 representing the
Company's matching contribution to the SPP, and $879 and $1,242
representing premiums paid, respectively, on term life and long-term
disability policies; and for Mr. Flink, $7,050 represents the Company's
matching contribution to the SPP, $6,876 represents the aggregate of
premiums paid on term life and critical illness policies, and $21,313
represents relocation expenses. Amounts also include the Company's
matching contributions for Messrs. Levy, Losch, Maddox, Daoust and Flink
of $4,469, $5,005, $5,005, $5,670 and $1,133, respectively, under the
Company's Group Registered Retirement Savings Plan, a Canadian retirement
plan that is substantially similar to a United States 401(k) plan.
(4) All payments to Messrs. Losch, Maddox, Daoust and Flink were made in
Canadian funds; the exchange rate used herein in converting such payments
to U.S. funds for reporting purposes is $0.6599 USD = $1.00 CDN for
fiscal 2003, $0.6371 USD = $1.00 CDN for fiscal 2002 and $0.6586 USD =
$1.00 CDN for fiscal 2001.
(5) Mr. Daoust began employment with the Company on April 29, 2003; fiscal
2003 Annual Compensation amounts reflect Mr. Daoust's compensation with
the Company starting on April 29, 2003, as well as Mr. Daoust's
compensation prior to April 29, 2003 as an employee of the Company's
Canadian subsidiary. Due to such employment, Mr. Daoust was eligible for
a bonus for the entire fiscal year. Prior to April 29, 2003, Mr. Daoust
was not an officer of the Company, but because he was an officer of
InterTAN Canada Ltd., disclosure regarding his compensation may be
required for fiscal year 2002 pursuant to Instruction 2 to Item 402(a)(3)
of Regulation S-K under the Exchange Act.
(6) Mr. Flink left the employ of the Company effective November 29, 2002 and
entered into a retirement and consulting arrangement with the Company.
See "Retirement Arrangement with Former Executive Officer" below.
The following table sets forth information relating to stock options
granted during fiscal 2003 to the individuals listed in the Summary
Compensation Table, together with related information. No SARs were granted by
the Company in fiscal 2003.
Option/SAR Grants in Last Fiscal Year
Individual Grants
-----------------------------------------------
Securities % of Total
Underlying Options/SARS Potential Realizable Value
Options/SARS Granted to Exercise or at Assumed Annual Rates of
Granted (1) Employees in Base Price Expiration Stock Price Appreciation for
Name (# Shares) Fiscal Year ($/sh) Date Option Term*(2)
- ------------------------------- ------------- ------------------ ----------- ---------- ----------------------------
5%($)(3) 10%($)(4)
Brian E. Levy.................. 75,000 28.8 6.07 05/29/13 286,500 725,250
Jeffrey A. Losch............... 15,000 5.8 6.07 05/29/13 57,300 145,050
James P. Maddox................ 25,000 9.6 6.07 05/29/13 95,500 241,750
Ean G. Daoust.................. 15,100 5.8 6.07 05/29/13 57,682 146,017
Michael D. Flink............... -0- n/a n/a n/a n/a n/a
- -----------
* The dollar gains under these columns result from calculations assuming 5%
and 10% annual growth rates as set by the Securities and Exchange
Commission and are not intended to forecast future price appreciation of
the Common Stock of the Company. The gains reflect a future value based
upon growth, compounded annually during the 10-year option period, at
these prescribed rates. The Company did not use an alternative formula
for a grant date valuation, an approach which would state gains at
present, and therefore lower, value. The Company is not aware of any
formula that will determine with reasonable accuracy a present value
based on unknown future or volatility factors. Consequently, the
potential realizable value has not been discounted to present value.
10
It is important to note that options have value to the listed executives
and to all option recipients only if the market price of the Common Stock
increases above the exercise price shown in the table during the effective
option period.
(1) Options become exercisable, on a cumulative basis, in annual installments
of one-third of the total amount awarded beginning one year after the
date of grant.
(2) Assumes a rate of return based upon annually compounded values at the
beginning of each period.
(3) In order to realize these aggregate amounts, the market price per share
of Common Stock would have to equal $9.89 for the options granted to
Messrs. Levy, Losch, Maddox and Daoust at an exercise price of $6.07 per
share.
(4) In order to realize these aggregate amounts, the market price per share
of Common Stock would have to equal $15.74 for the options granted to
Messrs. Levy, Losch, Maddox and Daoust at an exercise price of $6.07 per
share.
The following table provides information relating to the exercise of
stock options by the individuals listed in the Summary Compensation Table
during fiscal 2003, together with related information, and the number and
value of exercisable and unexercisable options held by such individuals at
June 30, 2003. The Company has never granted any SARs.
Aggregated Option/SAR Exercises In
Last Fiscal Year and Fiscal Year-End
Option/SAR Values
Securities
Underlying
Unexercised
Shares Options/SARs Value of Unexercised
Acquired at FY-End (#) In-the-Money Options/SARs
on Value Exercisable/ at FY-End ($)(1)
Exercise Realized Unexercisable Exercisable/
Name (#) ($) Unexercisable
- ---------------------------------- ----------------- ------------ --------------------- ------------------------------
Brian E. Levy..................... -- -- 413,500/125,000 $1,107,550/$184,250
Jeffrey A. Losch.................. -- -- 27,200/25,000 $22,387/$36,850
James P. Maddox................... -- -- 14,000/35,000 $2,450/$58,150
Ean G. Daoust..................... -- -- 17,433/19,767 $9,076/$34,450
Michael D. Flink.................. -- -- n/a n/a
- --------------------
(1) For purposes of determining whether an option was "in-the-money," this
table uses the June 30, 2003 closing share price on the New York Stock
Exchange for the Company's Common Stock of $8.20. The value of unexercised
in-the-money options has been computed as the difference between the
respective option exercise prices and $8.20, multiplied by the number of
shares underlying the options.
Employment Contracts
Brian E. Levy. Brian E. Levy serves as the President and Chief Executive
Officer of the Company. Mr. Levy and the Company entered into an employment
agreement dated June 10, 1999, which superseded a prior employment letter, and
which was amended by a letter agreement dated February 19, 2001 (the "Amended
Levy Employment Contract").
Pursuant to the Amended Levy Employment Contract, if Mr. Levy's
employment is terminated for any reason other than his voluntary resignation
from the Company, his death or disability or his "gross misconduct",
11
then, unless it is an involuntary termination following a Change in Control
(as defined below under "Executive Compensation--Deferred Compensation Plan"),
Mr. Levy is entitled to receive severance benefits equal to twelve (12) months
of his then current base salary and bonus; such amount to be paid out in
twelve (12) equal monthly installments. "Gross misconduct" means a conviction
of, or the entry of a plea of nolo contendere or similar plea arrangement
relating to a felony, whether relating to Company business or not, or the
finding of reckless or willful misconduct in the performance of Mr. Levy's
duties. Additionally, Mr. Levy becomes entitled to all unvested restricted
stock units awarded to him pursuant to a contingent stock unit award made June
7, 1999 under the Company's Restricted Stock Unit Plan if a Change in Control
occurs.
If Mr. Levy's employment is involuntarily terminated within an eighteen
(18) month period following, or the scope of his responsibilities is
materially modified or reduced due to, a Change in Control, Mr. Levy is
entitled to receive severance benefits equal to twenty-four (24) months of his
then current amount base salary and bonus; such amount to be paid in a single
lump sum payment.
Jeffrey A. Losch. Jeffrey A. Losch serves as Senior Vice President,
Secretary and General Counsel of the Company. Mr. Losch and the Company
entered into an employment agreement dated September 11, 2001 (the "Losch
Employment Contract") that replaced a prior employment agreement dated
February 23, 1999, as amended by a letter agreement dated February 15, 2000.
Pursuant to the Losch Employment Contract, if Mr. Losch's employment with the
Company is terminated for any reason other than his voluntary resignation from
the Company, his death or disability or for "Cause", then, unless it is an
involuntary termination following a Change in Control, Mr. Losch is entitled
to a severance payment in an amount equal to nine (9) months of his then
current base salary and base bonus. "Cause" shall be determined in accordance
with the laws of the Province of Ontario.
In the event that there is a Change in Control and Mr. Losch is either
involuntarily terminated or there is a material reduction in the scope of his
duties or responsibilities, occurring within eighteen (18) months following
the Change in Control, Mr. Losch is entitled to receive severance benefits in
an amount equal to twelve (12) months of his then current base salary and base
bonus, payable in a single lump sum payment, and to the continuation of
Company-paid health, dental and life insurance for that twelve (12) month
period.
James P. Maddox. James P. Maddox serves as Vice President and Chief
Financial Officer of the Company. Mr. Maddox and the Company entered into an
employment agreement dated September 10, 2001 (the "Maddox Employment
Contract"). Pursuant to the Maddox Employment Contract, if Mr. Maddox's
employment is terminated for any reason other than his voluntary resignation
from the Company, for "Cause" or his death or disability, then, unless it is
an involuntary termination following a Change in Control, Mr. Maddox is
entitled to receive a severance payment in an amount equal to nine (9) months
of his then current base salary and base bonus. "Cause" shall be determined in
accordance with the laws of the Province of Ontario.
In the event there is a Change in Control and Mr. Maddox is either
involuntarily terminated or there is a material reduction in the scope of his
duties or responsibilities, occurring within eighteen (18) months following
the Change in Control, Mr. Maddox is entitled to receive severance benefits in
an amount equal to twelve (12) months of his then current base salary and base
bonus, payable in a single lump sum payment, and to the continuation of
Company paid health, dental and life insurance for that twelve (12) month
period.
Ean G. Daoust. Ean G. Daoust serves as Vice President of the Company. Mr.
Daoust and the Company entered into an employment agreement dated April 22,
2003 (the "Daoust Employment Contract"). The Daoust Employment Contract does
not contain severance arrangements in the event his employment is
involuntarily terminated or there is a material reduction in the scope of his
duties or responsibilities, whether or not such termination or reduction
results from a Change in Control.
Deferred Compensation Plan
In fiscal 1989, the Board of Directors approved the InterTAN, Inc.
Deferred Compensation Plan ("DCP"). Under the DCP, the Organization and
Compensation Committee of the Board of Directors (the "Committee") has the
authority to select full-time executive employees for participation therein.
During fiscal 1998, the Committee selected Mr. Levy as a DCP participant.
During fiscal 2000, Mr. Losch was selected as a DCP participant, during fiscal
2002, Mr. Maddox was selected as a DCP participant and during fiscal 2003, Mr.
Daoust was selected as a
12
DCP participant. Under the DCP, the Committee determines, in its discretion,
the "plan benefit amount" for each participant; the current amounts
established for each of Messrs. Levy, Maddox, Losch and Daoust are $3,725,000,
CDN $1,375,000, CDN $1,250,000 and CDN $1,257,500, respectively.
The DCP is designed to provide benefits to a participant following
retirement between the ages of 55 and 75. A participant's plan benefit amount
is designed to represent his age 65 "normal" retirement payment. "Normal"
retirement is from age 65 through 70. The earliest a participant may retire
and receive benefits under the DCP is at age 55. A participant retiring
"early" at age 55 is entitled only to one-half of his then current plan
benefit amount; such amount cumulatively increasing by 10% for each year after
age 55 (up to age 64) in which "early" retirement occurs. A participant
retiring "late," between ages 71 and 75, will have his plan benefit amount
cumulatively reduced 20% per year for each year, commencing at age 71, in
which "late" retirement occurs.
All retirement payments required to be made by the Company to a
participant retiring between the ages of 55 and 75 are required to be paid in
equal monthly installments over a period of 120 months. If a participant dies
prior to age 55 while being employed full-time by the Company, the full plan
benefit amount is required to be paid, in a lump sum, to the participant's
designated beneficiary. To the greatest extent practicable, the Company
intends to maintain corporate-owned life insurance on each participant in
order to fund any required death payment. If a participant dies at or after
age 55, and is then receiving payments under the DCP, such payments will
continue to be paid to the participant's designated beneficiary. In the event
a participant leaves the Company's employ for any reason prior to age 55, the
participant will no longer be entitled to any benefits, at any time, under the
DCP, except as described below. All payment obligations of the Company under
the DCP are deemed to be unsecured and payable from the Company's general
assets.
The DCP contains a change of control provision. In the event of a Change
in Control of the Company, a participant's plan benefit amount vests at the
full amount (age 65 amount) regardless of the participant's actual age at the
time of the Change in Control. Subsequently, if a participant's employment
with the Company terminates, whether voluntarily or involuntarily, during a
three-year period commencing on the date of the Change in Control event, the
participant will be entitled to his plan benefit amount and has the right to
elect to either: (i) be paid his full plan benefit amount in equal monthly
installments over a period of 120 months; or (ii) receive a single lump sum
payment equal to the net present value of the full plan benefit amount,
calculated using an appropriate discount rate. Additionally, in the event a
participant is involuntarily terminated and, within one year of such
termination date, there occurs a Change in Control, the participant will be
entitled to be paid his full plan benefit amount in equal monthly installments
over a period of 120 months. A "Change in Control" occurs if: (a) any person,
corporation, partnership, association, joint stock company, trust,
unincorporated organization, or government, including a political subdivision
thereof (or any combination thereof acting for the purpose of acquiring,
holding, voting, or disposing of equity securities of the Company), acquires
beneficial ownership of at least twenty percent (20%) of the then issued and
outstanding Common Stock of the Company; or (b) on any day more than fifty
percent (50%) of the members of the Board of Directors of the Company
(excluding those members replacing deceased directors) were not directors two
(2) years prior to such date; or (c) substantially all the assets of the
Company are sold or the Company is merged or consolidated or otherwise
acquired by or with another corporation (other than a subsidiary of the
Company) unless, as the result of any such merger, consolidation, or
acquisition, (i) the Company is the surviving entity, and (ii) not more than
twenty percent (20%) of the Company's then issued and outstanding Common Stock
is sold or exchanged as the result of such merger, consolidation or
acquisition. If there were a Change in Control as of the date of this Proxy
Statement, each of Messrs. Levy, Maddox, Losch and Daoust would be entitled to
payments under the DCP only if his employment with the Company terminates as
described above; assuming such a termination, the individual has the right to
elect that the payment be a present value lump sum payment or that all
payments be made over a ten-year period as described above.
Retirement Arrangement with Former Executive Officer
Michael D. Flink. The Company and Michael D. Flink, former Executive Vice
President of the Company, in connection with settling certain litigation
brought by Mr. Flink against the Company, entered into a retirement and
consulting arrangement in February 2003 whereby: (i) the Company paid Mr.
Flink a retiring allowance of CDN. $100,000, (ii) the Company's subsidiary,
InterTAN Canada Ltd., paid Michael Flink Consulting, an entity controlled by
Mr. Flink, U.S. $157,171 as a pre-payment for three years of consulting
services to be provided to InterTAN Canada Ltd., and (iii) the Company paid
CDN. $32,100 on Mr. Flink's behalf in respect of certain legal
13
services rendered to Mr. Flink in connection with such arrangement. Mr. Flink
also agreed to be bound by non-competition and non-solicitation provisions for
a period of three years following November 29, 2002, the effective date of his
retirement.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
To the Stockholders of InterTAN, Inc.:
This report discusses the actions of the Company's Organization and
Compensation Committee (the "Compensation Committee") regarding compensation
paid to executive officers in fiscal 2003. In writing this report, the
Compensation Committee has tried to provide stockholders with a better
understanding of the Company's executive compensation program, its basic
provisions, the purpose of such program, and how it is administered. The role
of the Compensation Committee is described above under "Election of
Directors--Meetings and Committees of the Board of Directors; Compensation of
Directors."
Compensation Philosophy
The Compensation Committee believes that the primary objective of the
Company's compensation program should be to maximize stockholder value over
time. To accomplish this objective, the Company has adopted a comprehensive
business strategy, which includes (i) offering a wide range of nationally and
internationally branded products, in addition to its own private label
products, (ii) emphasizing strategically selected core product categories that
yield attractive margins, including products that allow the Company to
differentiate its products from mainstream and large format consumer
electronics retailers, and (iii) the introduction of service initiatives
designed to produce service revenue and increase traffic to the Company's
stores. The Company believes that this business strategy should increase the
Company's earnings over time, thereby contributing to the maximization of
shareholder value. The overall goal of the Compensation Committee is to
develop executive compensation policies and practices that are consistent with
and linked to the Company's strategic business objectives. More particularly,
the Compensation Committee believes this overall goal can be primarily
accomplished by linking the financial interests of the Company's management to
the financial interests of the stockholders of the Company. The Company's
compensation program is designed to achieve the overall goal by: (i)
motivating executive officers toward effective long-term management of the
Company through prudent use of equity-based programs that focus management
attention on increasing long-term stockholder value, (ii) rewarding effective
management of the Company's operations through annual performance incentives
tied to increased performance levels of the Company, (iii) placing at risk a
portion of an executive officer's total compensation and (iv) providing
executive officers with competitive compensation opportunities as measured
against industry norms in order to attract, motivate and retain key executive
officers. The long-term and at-risk pay focus, orientation towards the use of
equity-based compensation, and compensation competitiveness are the general
principles to which the Compensation Committee adheres in the structuring of
the compensation packages of executive officers. However, the Compensation
Committee does not follow the principles in a mechanical fashion; rather, the
Compensation Committee uses its experience and independent judgment in
determining the compensation mix for each individual. The Compensation
Committee believes that current compensation practices and levels meet the
principles described herein.
As discussed below in more detail, aside from certain benefits and "All
Other Compensation" (which are reported as required in the tables preceding
this report), an executive officer's total compensation package is comprised
of three components: (i) base salary, (ii) annual performance incentives
(i.e., bonuses and special bonuses), and (iii) long-term performance
incentives (e.g., stock options).
Base Salary. Base salaries for the Company's executive officers are
generally determined with reference to, and so as to fall within the
competitive range of, compensation paid to executives in similar positions at
comparable companies in the retailing and consumer electronics industries, and
with a view to setting a base salary at a sufficient level so as to provide
proper motivation for long-term performance. Base salaries are reviewed
annually by the Compensation Committee. Base salary adjustments are based on
the Company's performance, the executive's performance, time in job, level of
pay, competitive compensation and other factors.
14
For fiscal 2004, the base salaries of Messrs. Levy, Maddox, Losch and
Daoust have been set at $530,000, CDN$215,000, CDN$215,000 and CDN$215,000,
respectively.
Annual Performance Incentives. The annual incentive compensation paid to
the executive officers consisted of a bonus amount calculated using a formula
based upon the achievement of certain targeted amounts of operating income (in
fiscal 2003, the formula also took into account targeted amounts of adjusted
gross profits) by the Company as well as some performance measures that are
primarily influenced by actions of that executive officer. The Compensation
Committee reserves the right to grant discretionary bonuses based upon
subjective evaluation of each executive officer's individual performance.
In determining the amount of the annual performance incentive
compensation to be paid to the executive officers in fiscal 2004, Messrs.
Levy, Maddox, Losch and Daoust have been assigned bonus base amounts of
$350,000, CDN$90,000, CDN$63,000 and CDN$89,000, respectively.
Long-Term Performance Incentives. The form of long-term performance
incentives currently utilized by the Company for executive officers is stock
options. The number of stock options granted to an executive (other than the
Chief Executive Officer) is determined by the Compensation Committee after
consultation with the Chief Executive Officer. The Compensation Committee, in
its sole discretion, determines the number of stock options to be granted to
the Chief Executive Officer. Factors that influence decisions regarding the
size of the grant of options to a particular executive officer include tenure
with the Company, history of past grants and awards, time in current job and
level of, or significant changes in, responsibility, the past and potential
future contribution of the executive to the achievement of Company objectives,
as well as other relevant considerations. These subjective criteria are used
for determining grants and awards to all executive officers. Stock options
previously have been granted under the provisions of the Company's 1986 Stock
Option Plan and 1996 Stock Option Plan and provide the basis for aligning the
financial interests of the Company's executive officers with the long-term
financial interests of the stockholders of the Company. Stock options are
granted with an exercise price not less than the fair market value of the
Company's Common Stock on the date of such grant, generally vest over three
years, and provide value to the recipient only when the market price of the
Common Stock increases above the option exercise price. The Compensation
Committee believes that stock options provide executives with the opportunity
to acquire an equity interest in the Company and to share in the appreciation
of the value of the Company's Common Stock. The Compensation Committee is
considering using stock-based performance awards (e.g., grants of the
Company's shares) tied to pre-determined targets for the Company's long-term
results as a form of incentive compensation that would continue to align the
interests of the Company's stockholders with the interests of senior
management. Some critics of stock options have stated that stock options tend
to reward a company's senior management for short-term gains in stock prices
rather than long-term results; the Compensation Committee is considering this
criticism and whether stock-based performance awards would better align
management's long-term interests with those of the Company's stockholders.
CEO Compensation
The compensation of Mr. Levy, the President and Chief Executive Officer
of the Company, for fiscal 2003 was determined by the Compensation Committee
so as to reflect his past experience in senior positions in the retail
industry and to provide the adequate motivation and incentive to develop,
implement and execute both short and long-term strategic initiatives that
would result in the realization of corporate growth and the commensurate
appreciation of stockholder value. Specifically, in determining to pay Mr.
Levy a $68,246 bonus for fiscal 2003, the Compensation Committee considered
the adjusted gross profit and operating income achieved by the Company in such
fiscal year.
Summary
The Compensation Committee believes the executive compensation policies
and programs described above serve the interests of the stockholders and the
Company. Compensation delivered to executives is intended to be linked to, and
commensurate with, Company performance and with stockholder expectations. The
Compensation Committee cautions that the practice and the performance results
of the compensation philosophy described herein should be measured over a
period sufficiently long to determine whether strategy development and
implementation are in line with, and responsive to, stockholder expectations.
15
Organization and Compensation Committee
William C. Bousquette, Chairman
W. Darcy McKeough
Ron G. Stegall
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is composed entirely of the three non-employee
directors named as signatories to the above Compensation Committee report.
During fiscal 2003, no member of the Compensation Committee (nor any of their
respective family members) was a party to any transaction with the Company
exceeding $60,000. No executive officer of the Company serves as a member of
the board of directors or compensation committee of any entity that has one or
more executive officers serving as a member of the Company's Board of
Directors or Compensation Committee.
REPORT OF THE
AUDIT COMMITTEE
To the Stockholders of InterTAN, Inc.:
This report discusses the responsibilities of the Audit Committee of the
Company's Board of Directors (the "Audit Committee"), which are set forth in a
written charter adopted by the Company's Board of Directors. Management is
responsible for preparing the Company's consolidated financial statements and
implementing internal controls. The independent auditors are responsible for
auditing the consolidated financial statements and assessing the effectiveness
of certain of the internal controls upon which they place reliance. The Audit
Committee's mandate is one of oversight, and the review of the consolidated
financial statements by the Audit Committee is not of the same detail as the
audit performed by the independent auditors. Because management and the
independent auditors spend more time preparing and auditing the Company's
consolidated financial statements and have more knowledge and detailed
information about the Company than the Audit Committee, the Audit Committee is
not responsible for providing any expert or special assurance as to the
Company's consolidated financial statements or any professional certification
as to the independent auditors' work.
Review and Discussion
The Audit Committee has reviewed and discussed with management the
Company's audited consolidated financial statements contained in its Annual
Report on Form 10-K for the fiscal year ended June 30, 2003. It has also
discussed with PricewaterhouseCoopers LLP the matters required to be discussed
by SAS 61 (Codification of Statements on Auditing Standards, AU 380).
Additionally, the Audit Committee has received the written disclosures and the
letter from PricewaterhouseCoopers LLP as required by the Independence
Standards Board Standard No. 1 (Independence Discussions with Audit
Committees) and has discussed with PricewaterhouseCoopers LLP its
independence.
Independence of Audit Committee Members
All three members of the Audit Committee are currently independent as
independence is defined in Sections 303.01 (B)(2)(a) and (3) of the New York
Stock Exchange's Listed Company Manual.
Recommendation to Include Audited Consolidated Financial Statements in Annual
Report
Based on the Audit Committee's review and discussions referred to above
in "Report of the Audit Committee - Review and Discussion", the Audit
Committee recommended to the Board of Directors of the Company that the
audited consolidated financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2003 filed with the
Securities and Exchange Commission.
16
Audit Committee
W. Darcy McKeough, Chairman
William C. Bousquette
James T. Nichols
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's executive officers, directors and persons who own more
than 10% of the Company's Common Stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the "SEC").
These reports are also filed with the New York Stock Exchange. A copy of each
report is required to be furnished to the Company.
Securities and Exchange Commission regulations require the Company to
identify anyone who filed a required report late during the most recent fiscal
year. Based solely upon a review of reports furnished to the Company during
and with respect to fiscal 2003 and written representations that no other
reports were required during fiscal 2003, all Section 16(a) filing
requirements were met. Each of Messrs. Levy, Losch, Maddox and Daoust
inadvertently filed indirect acquisitions made monthly pursuant to the Stock
Purchase Plan ("SPP") and the granting of stock options during fiscal 2003 on
a Form 5 - "Annual Statement of Beneficial Ownership of Securities" rather
than on a monthly basis on ten occasions on a Form 4 - "Statement of Changes
in Beneficial Ownership" for the months of September 2002 to June 2003,
inclusive. However, all such transactions have since been fully reported.
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP, which has served as the Company's independent
public accountants since the Company's inception, has been appointed by the
Audit Committee to audit the consolidated financial statements of the Company
for the fiscal year ending June 30, 2004. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting
and will be given the opportunity to make a statement, if they desire to do
so, and to respond to appropriate questions from stockholders.
Pursuant to the policy of the Company's Audit Committee adopted in April
2003, any fees to be billed by PricewaterhouseCoopers LLP for non-audit
services are to be presented at each meeting of the Audit Committee. The
chairman of the Audit Committee has the authority to approve fees for
non-audit work up to an amount of $25,000. Full approval of the Audit
Committee is required to approve non-audit fees in excess of $25,000.
Audit Fees
For the fiscal years ended June 30, 2003 and June 30, 2002,
PricewaterhouseCoopers LLP billed the Company for total audit fees of
approximately $230,000 and $194,300, respectively, in respect of: (i) the
audit of the Company's consolidated financial statements included in the
Company's Annual Report on Form 10-K for such fiscal year; (ii) review of the
unaudited consolidated financial statements included in the Company's
quarterly reports on Form 10-Q filed during such fiscal year; and (iii) other
services that are normally provided by PricewaterhouseCoopers LLP in
connection with statutory and regulatory filings for those fiscal years.
Audit-Related Fees
For the fiscal years ended June 30, 2003 and June 30, 2002,
PricewaterhouseCoopers LLP billed the Company $52,083 and $12,875,
respectively, for assurance and related services that are reasonably related
to the performance of the audit or review of the Company's consolidated
financial statements and that are not reported above under "Independent Public
Accountants--Audit Fees". Such services consisted of advice in responding to
SEC queries, treatment of cooperative advertising funds and certain matters
relating to inventory. None of these services was approved by the Audit
Committee pursuant to 17 CFR 210.2-01(c)(7)(i)(C).
17
Tax Fees
For the fiscal years ended June 30, 2003 and June 30, 2002,
PricewaterhouseCoopers LLP billed the Company $279,600 and $240,000,
respectively, for professional services rendered by PricewaterhouseCoopers LLP
for tax compliance, tax advice and tax planning. Such services consisted of
consulting and research activities in respect of the evaluation of strategic
alternatives and matters involving United States taxes. The Audit Committee
believes that the provision of these services is compatible with maintaining
PricewaterhouseCoopers LLP's independence. None of these services was approved
by the Audit Committee pursuant to 17 CFR 210.2-01(c)(7)(i)(C).
All Other Fees
PricewaterhouseCoopers LLP did not bill the Company for any other
products or services for the fiscal years ended June 30, 2003 and June 30,
2002.
STOCKHOLDER PROPOSALS
From time to time, qualifying stockholders present proposals, which may
be proper items for inclusion in the proxy statement and for consideration at
an annual meeting. The deadline for submitting a stockholder proposal for
inclusion in the Company's proxy statement and form of proxy for the 2004
Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act
is June 30, 2004. The deadline for submitting a stockholder proposal that is
not to be included in such proxy statement and form of proxy is September 8,
2004. Any such proposals, as well as any questions related thereto, should be
directed to the Secretary of the Company at 279 Bayview Drive, Barrie,
Ontario, Canada L4M 4W5.
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total returns of
the Company's Common Stock, the Standard & Poor's SmallCap 600 Index and the
Standard & Poor's Specialty Stores Index. The graph reflects the assumption of
$100 invested on June 30, 1998 in the Common Stock and each of the indices
assuming reinvestment of all dividends in successive fiscal years ending June
30.
18
COMPARISON OF 5 YEAR CUMULATIVE TOTAL
AMONG INTERTAN, INC., THE S & P SMALLCAP 600 INDEX
AND THE S & P SPECIALTY STORES INDEX
[GRAPHIC OMITTED]
Cumulative Total Return
-----------------------------------------------------------------------------------------
6/98 6/99 6/00 6/01 6/02 6/03
------------ ----------- ------------- ------------ ------------ ------------
INTERTAN, INC. 100.00 372.09 327.89 390.68 311.15 228.83
S & P SMALLCAP 600 100.00 97.69 111.74 124.16 124.50 120.05
S & P SPECIALTY STORES 100.00 94.26 51.65 71.45 89.16 83.57
PROXY SOLICITATION
The Company will bear the entire cost of soliciting its proxies for the
Annual Meeting. Proxies may be solicited in person or by mail, telephone or
facsimile, and may be solicited personally by directors and executive officers
of the Company who will not receive special compensation for such services.
The Company will reimburse brokers, dealers, banks and trustees, or their
nominees, for reasonable expenses incurred by them in forwarding proxy
material to beneficial owners of shares of Common Stock. The Company has
retained Morrow & Co., Inc. ("Morrow") for solicitation services in connection
with the solicitation. If the Dissident Group actually solicits proxies to
elect its nominees, Morrow will receive a fee estimated at $150,000, together
with reimbursement for its reasonable out-of-pocket expenses. The Company has
agreed generally to indemnify Morrow against any losses, expenses or claims
arising out of its retention for solicitation services, except for such
losses, expenses or claims that result from Morrow's gross negligence, bad
faith or willful misconduct. It is anticipated that Morrow will employ
approximately forty (40) persons to solicit stockholders for the Annual
Meeting if such an election contest actually develops. Costs incidental to the
solicitation of proxies in an election contest include expenditures for
printing, postage, legal, accounting, public relations, soliciting,
advertising and related expenses and are expected to be approximately
$700,000, in addition to the fees of Morrow described above (excluding the
amount normally expended by the Company for the solicitation of proxies at its
annual meetings). Total costs incurred to date for, in furtherance of, or in
connection with these solicitations of proxies are approximately $220,000.
19
Certain information about the directors and executive officers of the
Company who may also solicit proxies is set forth in the attached Schedule I.
Schedule II sets forth certain information relating to shares of Common Stock
owned by such persons and certain transactions between any of them and the
Company.
INFORMATION NOT INCORPORATED
BY REFERENCE
The above Report of the Audit Committee, the Compensation Committee
Report on Executive Compensation and the Stockholder Return Performance Graph
and the information disclosed therein shall not be deemed to be "soliciting
materials" or "filed" with the SEC or subject to the SEC's proxy rules or to
the liabilities imposed by Section 18 of the Exchange Act, and such
information shall not be deemed to be incorporated by reference into any
filing made by the Company under the Exchange Act or under the Securities Act
of 1933.
OTHER INFORMATION
As of the date of this Proxy Statement, management has no knowledge of
any other business to be presented at the Annual Meeting; but if other
business is properly brought before the meeting, the persons named in the
enclosed form of proxy will vote according to their discretion.
The form of proxy and this Proxy Statement have been approved by the
Board of Directors and are being mailed and delivered to stockholders by its
authority.
InterTAN, Inc.
Barrie, Ontario, Canada
October 20, 2003
-------------------------
The Annual Report to Stockholders of the Company for the fiscal year
ended June 30, 2003, which includes financial statements, is being mailed to
stockholders of the Company contemporaneously with the mailing of this Proxy
Statement. The Annual Report does not form any part of the material for the
solicitation of proxies. Additional copies of the Annual Report will be
provided without charge upon written request to Nick Bobrow, Director of
Treasury and External Reporting, InterTAN, Inc., 279 Bayview Drive, Barrie,
Ontario, Canada L4M 4W5.
-------------------------
20
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS
AND EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the name and the present occupation or
employment (except with respect to the directors and executive officers, whose
principal occupation is set forth in the Proxy Statement), and the name,
principal business and address of any corporation or other organization in
which such employment is carried on, of the directors and executive officers
of the Company. Unless otherwise indicated below, the principal business
address of each such person is 279 Bayview Drive, Barrie, Ontario, Canada and
such person is an employee of the Company. Directors are indicated by an
asterisk.
Directors and Executive Officers of the Company
-----------------------------------------------
Name and Principal Business Address
Ron G. Stegall*
c/o American Eagle Harley-Davidson
5920 South I-35 E
Cornith, Texas 76210
William C. Bousquette*
c/o InterTAN, Inc.
279 Bayview Drive
Barrie, Ontario, Canada
L4M 4W5
W. Darcy McKeough* c
c/o McKeough Supply Inc.
30 Dover Street Chatham,
Ontario N7L 1S6
James T. Nichols*
c/o InterTAN, Inc.
279 Bayview Drive
Barrie, Ontario, Canada
L4M 4W5
Brian E. Levy*
President and Chief Executive Officer
Ean G. Daoust
1
Vice President
Jeffrey A. Losch
Senior Vice President, Secretary and General Counsel
James P. Maddox
Vice President and Chief Financial Officer
2
SCHEDULE II
SHARES HELD BY DIRECTORS AND EXECUTIVE OFFICERS OF THE
COMPANY AND CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND THE COMPANY
Ownership of Shares
The shares of Common Stock held by directors and executive officers of
the Company are set forth in the Proxy Statement.
Purchases and Sales of Securities
The following table sets forth information concerning all purchases and sales
of securities of the Company by directors and executive officers since
September 1, 2001:
Date of Nature of Number of Shares
Name Transaction Transaction(1) of Common Stock
- ----------------------------------- ------------------------- -------------------------------- -------------------------
Brian E. Levy Sept-01 Stock Purchase Plan 767
Jeffrey A. Losch Sept-01 Stock Purchase Plan 74
James P. Maddox Sept-01 Stock Purchase Plan 116
Ean G. Daoust Sept-01 Stock Purchase Plan 149
Brian E. Levy 15-Sep-01 Stock Option Grant 75,000
Jeffrey A. Losch 15-Sep-01 Stock Option Grant 15,000
James P. Maddox 15-Sep-01 Stock Option Grant 15,000
Ean G. Daoust 15-Sep-01 Stock Option Grant 7,000
Brian E. Levy Oct-01 Stock Purchase Plan 1,072
Jeffrey A. Losch Oct-01 Stock Purchase Plan 169
James P. Maddox Oct-01 Stock Purchase Plan 139
Ean G. Daoust Oct-01 Stock Purchase Plan 138
Brian E. Levy Nov-01 Stock Purchase Plan 625
Jeffrey A. Losch Nov-01 Stock Purchase Plan 82
James P. Maddox Nov-01 Stock Purchase Plan 119
Ean G. Daoust Nov-01 Stock Purchase Plan 118
James T. Nichols 6-Nov-01 Sale of Shares 25,000
Brian E. Levy Dec-01 Stock Purchase Plan 558
Jeffrey A. Losch Dec-01 Stock Purchase Plan 74
1
Date of Nature of Number of Shares
Name Transaction Transaction(1) of Common Stock
- ----------------------------------- ------------------------- -------------------------------- -------------------------
James P. Maddox Dec-01 Stock Purchase Plan 108
Ean G. Daoust Dec-01 Stock Purchase Plan 107
Brian E. Levy Jan-02 Stock Purchase Plan 515
Jeffrey A. Losch Jan-02 Stock Purchase Plan 90
James P. Maddox Jan-02 Stock Purchase Plan 134
Ean G. Daoust Jan-02 Stock Purchase Plan 97
James T. Nichols 19-Jan-02 Sale of Shares 2,500
Brian E. Levy Feb-02 Stock Purchase Plan 513
Jeffrey A. Losch Feb-02 Stock Purchase Plan 112
James P. Maddox Feb-02 Stock Purchase Plan 112
Ean G. Daoust Feb-02 Stock Purchase Plan 98
James T. Nichols 21-Feb-02 Sale of Shares 100,000
Brian E. Levy Mar-02 Stock Purchase Plan 659
Jeffrey A. Losch Mar-02 Stock Purchase Plan 136
James P. Maddox Mar-02 Stock Purchase Plan 173
Ean G. Daoust Mar-02 Stock Purchase Plan 150
Brian E. Levy Apr-02 Stock Purchase Plan 522
Jeffrey A. Losch Apr-02 Stock Purchase Plan 115
James P. Maddox Apr-02 Stock Purchase Plan 115
Ean G. Daoust Apr-02 Stock Purchase Plan 100
Brian E. Levy May-02 Stock Purchase Plan 487
Jeffrey A. Losch May-02 Stock Purchase Plan 109
James P. Maddox May-02 Stock Purchase Plan 109
Ean G. Daoust May-02 Stock Purchase Plan 95
James T. Nichols 15-May-02 Sale of Shares 50,000
James T. Nichols 15-May-02 Gifted Common Shares 1,300
Ean G. Daoust 30-May-02 Exercise of Options and Sale of Shares 1,250
Brian E. Levy Jun-02 Stock Purchase Plan 506
Jeffrey A. Losch Jun-02 Stock Purchase Plan 118
James P. Maddox Jun-02 Stock Purchase Plan 118
Ean G. Daoust Jun-02 Stock Purchase Plan 99
2
Date of Nature of Number of Shares
Name Transaction Transaction(1) of Common Stock
- ----------------------------------- ------------------------- -------------------------------- -------------------------
Brian E. Levy Jul-02 Stock Purchase Plan 915
Jeffrey A. Losch Jul-02 Stock Purchase Plan 243
James P. Maddox Jul-02 Stock Purchase Plan 243
Ean G. Daoust Jul-02 Stock Purchase Plan 123
Brian E. Levy Aug-02 Stock Purchase Plan 697
Jeffrey A. Losch Aug-02 Stock Purchase Plan 183
James P. Maddox Aug-02 Stock Purchase Plan 183
Ean G. Daoust Aug-02 Stock Purchase Plan 459
Brian E. Levy Sep-02 Stock Purchase Plan 862
Jeffrey A. Losch Sep-02 Stock Purchase Plan 225
James P. Maddox Sep-02 Stock Purchase Plan 225
Ean G. Daoust Sep-02 Stock Purchase Plan 192
Brian E. Levy Oct-02 Stock Purchase Plan 995
Jeffrey A. Losch Oct-02 Stock Purchase Plan 257
James P. Maddox Oct-02 Stock Purchase Plan 257
Ean G. Daoust Oct-02 Stock Purchase Plan 219
Brian E. Levy Nov-02 Stock Purchase Plan 898
Jeffrey A. Losch Nov-02 Stock Purchase Plan 234
James P. Maddox Nov-02 Stock Purchase Plan 234
Ean G. Daoust Nov-02 Stock Purchase Plan 200
Brian E. Levy Dec-02 Stock Purchase Plan 834
Jeffrey A. Losch Dec-02 Stock Purchase Plan 220
James P. Maddox Dec-02 Stock Purchase Plan 220
Ean G. Daoust Dec-02 Stock Purchase Plan 187
Brian E. Levy Jan-03 Stock Purchase Plan 833
Jeffrey A. Losch Jan-03 Stock Purchase Plan 220
James P. Maddox Jan-03 Stock Purchase Plan 220
Ean G. Daoust Jan-03 Stock Purchase Plan 282
Brian E. Levy Feb-03 Stock Purchase Plan 1,151
Jeffrey A. Losch Feb-03 Stock Purchase Plan 311
3
Date of Nature of Number of Shares
Name Transaction Transaction(1) of Common Stock
- ----------------------------------- ------------------------- -------------------------------- -------------------------
James P. Maddox Feb-03 Stock Purchase Plan 311
Ean G. Daoust Feb-03 Stock Purchase Plan 266
Brian E. Levy Mar-03 Stock Purchase Plan 1,998
Jeffrey A. Losch Mar-03 Stock Purchase Plan 543
James P. Maddox Mar-03 Stock Purchase Plan 432
Ean G. Daoust Mar-03 Stock Purchase Plan 309
Brian E. Levy Apr-03 Stock Purchase Plan 1,175
Jeffrey A. Losch Apr-03 Stock Purchase Plan 329
James P. Maddox Apr-03 Stock Purchase Plan 329
Ean G. Daoust Apr-03 Stock Purchase Plan 281
Brian E. Levy 29-Apr-03 Stock Option Grant 75,000
Jeffrey A. Losch 29-Apr-03 Stock Option Grant 15,000
James P. Maddox 29-Apr-03 Stock Option Grant 25,000
Ean G. Daoust 29-Apr-03 Stock Option Grant 15,100
Brian E. Levy May-03 Stock Purchase Plan 1,044
Jeffrey A. Losch May-03 Stock Purchase Plan 303
James P. Maddox May-03 Stock Purchase Plan 303
Ean G. Daoust May-03 Stock Purchase Plan 258
Brian E. Levy Jun-03 Stock Purchase Plan 866
Jeffrey A. Losch Jun-03 Stock Purchase Plan 262
James P. Maddox Jun-03 Stock Purchase Plan 263
Ean G. Daoust Jun-03 Stock Purchase Plan 221
Brian E. Levy Jul-03 Stock Purchase Plan 1,202
Jeffrey A. Losch Jul-03 Stock Purchase Plan 357
James P. Maddox Jul-03 Stock Purchase Plan 357
Ean G. Daoust Jul-03 Stock Purchase Plan 305
Brian E. Levy Aug-03 Stock Purchase Plan 781
Jeffrey A. Losch Aug-03 Stock Purchase Plan 223
James P. Maddox Aug-03 Stock Purchase Plan 223
Ean G. Daoust Aug-03 Stock Purchase Plan 253
Brian E. Levy Sep-03 Stock Purchase Plan 1,801
4
Date of Nature of Number of Shares
Name Transaction Transaction(1) of Common Stock
- ----------------------------------- ------------------------- -------------------------------- -------------------------
Jeffrey A. Losch Sep-03 Stock Purchase Plan 453
James P. Maddox Sep-03 Stock Purchase Plan 523
Ean G. Daoust Sep-03 Stock Purchase Plan 517
(1) Transactions described as "Stock Purchase Plan" are acquisitions made
pursuant to the InterTAN Stock Purchase Plan ("SPP") for the month
indicated and are indirectly held by the individual until distribution
from the SPP. The shares acquired for a full fiscal year are distributed
in mid-August of each year, whereupon the shares are held directly.
Other Transactions and Relationships
William C. Bousquette and James T. Nichols have agreed to serve as the
proxies on the Company's GREEN Annual Meeting proxy cards.
Except as disclosed in this Schedule or in the Proxy Statement, to the
knowledge of the Company, none of the Company or any of its directors or
executive officers named in Schedule I owns any securities of the Company or
any subsidiary of the Company, beneficially or of record, has purchased or
sold any of such securities within the past two years or is or was within the
past year a party to any contract, arrangement or understanding with any
person with respect to any such securities. Except as disclosed in this
Schedule or in the Proxy Statement, to the knowledge of the Company and its
directors and executive officers in Schedule I, none of their associates
beneficially owns, directly or indirectly, any securities of the Company. The
Company owns, directly or indirectly, all of the common stock of its
subsidiary InterTAN Canada Ltd.
Other than as disclosed in this Schedule or in the Proxy Statement, to
the knowledge of the Company, none of the Company or any of its directors or
executive officers named in Schedule I has any substantial interest, direct or
indirect, by security holdings or otherwise, in any matter to be acted upon at
the Annual Meeting.
Other than as disclosed in this Schedule and in the Proxy Statement, to
the knowledge of the Company, none of the Company or any of its directors or
executive officers named in Schedule I is, or has been within the past year, a
party to any contract, arrangement or understanding with any person with
respect to any securities of the Company, including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees against loss
or guarantees of profit, division of losses or profits, or the giving or
withholding of proxies.
Other than as set forth in this Schedule or in the Proxy Statement, to
the knowledge of the Company, none of the Company or any of its directors or
executive officers named in Schedule I, or any of their associates, has had or
will have a direct or indirect material interest in any transaction or series
of similar transactions since the beginning of the Company's last fiscal year
or any currently proposed transactions, or series of similar transactions, to
which the Company or any of its subsidiaries was or is to be a party in which
the amount involved exceeds $60,000.
Other than as set forth in this Schedule and in the Proxy Statement, to
the knowledge of the Company, none of the Company or any of its directors or
executive officers named in Schedule I, or any of their associates, has any
arrangements or understandings with any person with respect to any future
employment by the Company or its affiliates or with respect to any future
transactions to which the Company or any of its affiliates will or may be a
party.
5
[FORM OF PROXY CARD]
GREEN PROXY CARD
PROXY
InterTAN, Inc.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INTERTAN, INC.
The undersigned, having received the Notice of Annual Meeting and Proxy
Statement, hereby appoints James T. Nichols and William C. Bousquette, and
each or either of them, attorneys and proxies for and in the name of the
undersigned, with full power of substitution, to vote in person or by proxy
all the shares of common stock of InterTAN, Inc. held of record by the
undersigned on October 7, 2003 and which the undersigned is entitled to vote
on all matters which may come before the 2003 Annual Meeting of Stockholders
of InterTAN, Inc. to be held in Barrie, Ontario, Canada on December 5, 2003
and any adjournments or postponements thereof, as indicated on this proxy. The
proxies, in their discretion, are further authorized to vote for the election
of a person to the Board of Directors if any nominee named herein becomes
unable to serve or for good cause will not serve, are further authorized to
vote on any matters which the Board of Directors did not know would be
presented at the meeting by a reasonable time before the proxy solicitation
was made, and are further authorized to vote on other matters which may
properly come before the 2003 Annual Meeting and any adjournments or
postponements thereof. The undersigned hereby revokes any previous proxies
with respect to the matters covered by this proxy.
If no directions are given, this Proxy will be voted "FOR" the election of
both of the nominees named in Item 1 on the reverse side of this proxy.
Please Sign, Date and Promptly Return This Proxy in the Enclosed Envelope.
The Proxies Cannot Vote Your Shares Unless You Sign on the Reverse Side and
Return This Card.
- ----------------------------- --------------------------------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------------------------- --------------------------------------
INTERTAN, INC. THIS IS YOUR PROXY.
C/O Morrow & Co., Inc. YOUR VOTE IS IMPORTANT.
445 Park Avenue
5th Floor
New York, New York 10022
Regardless of whether you plan to attend the Annual Meeting of Stockholders, you can be sure your shares
are represented at the Annual Meeting by promptly returning your proxy in the enclosed envelope.
DETACH HERE
GREEN PROXY CARD
|X| Please mark
votes as in
this example.
This Proxy when executed will be voted in the manner directed herein. If no direction is made this Proxy will be voted FOR the
election of the Director Nominees.
1. Election of Directors.
Class II Nominees: (01) W. Darcy McKeough and (02) Ron G. Stegall
FOR WITHHELD
ALL FROM ALL
NOMINEES | | | | NOMINEES
| |
-------------------------------------------------------
For all nominees except as noted above
IMPORTANT: Whether or not you expect to attend the
Annual Meeting in person, please date, sign and return
this proxy. Please sign EXACTLY as your name appears
hereon. Joint owners should EACH sign. When signing as
partner, corporate officer, attorney, executor,
administrator, trustee or guardian, please give full
title as such. This proxy votes all shares held in
all capacities.
Date:___________ Date:___________
Signature: ____________________ Signature: ____________________
Title: ____________________ Title: ____________________