SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the
Commission only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
InterTAN, Inc.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing party:
------------------------------------------------------------------------
(4) Date filed:
------------------------------------------------------------------------
Contact:
Emanuel R. Pearlman
Liberation Investment Group LLC
11766 Wilshire Blvd, Suite #870
Los Angeles, CA 90025
(310) 479-3434
LIBERATION INVESTMENTS SEEKS INTERTAN BOARD SEATS
Los Angeles, CA - August 12, 2003 - Investment funds Liberation
Investments, L.P. and Liberation Investments Ltd. announced today that they have
delivered written notice to InterTan, Inc. (NYSE: ITN) declaring their intention
to nominate Lee S. Hillman and Don R. Kornstein for election to the board of
InterTan at the company's 2003 annual meeting of stockholders. The Liberation
funds own approximately 5.2% of the company's outstanding shares. Two of the
Company's five directors are to be elected at the annual meeting.
If elected to the InterTan board, subject to their fiduciary duties to all
shareholders, Messrs. Hillman and Kornstein are expected to urge the board to
pursue a strategy to maximize shareholder value. Such a strategy could involve,
among other things, an extraordinary transaction, such as a sale of the
Company's business or the conversion of the Company to a Canadian income trust.
Lee S. Hillman, 47, is currently a private investor and an investment
advisory consultant to private equity funds and growth stage businesses. From
October 1996 to December 2002, Mr. Hillman was the Chief Executive Officer,
President and Director of Bally Total Fitness Holding Corporation, a world
leading health club operator, and from November 2000 to December 2002 served as
the Chairman of the Board. Prior to this, Mr. Hillman served as an Executive
Vice President from August 1992 to December 1996 and Chief Financial Officer and
Treasurer from November 1991 to December 1996 of Bally Entertainment
Corporation. From 1993 to 2003, Mr. Hillman was a director of Holmes Place PLC,
a leading operator of premier health clubs in Europe and from 1997 to 1999 Mr.
Hillman was a director of Continucare Corp., a provider of physical therapy,
rehabilitation and other medical/healthcare services.
Don R. Kornstein, 51, is currently the Founder and Chief Executive Officer
of Alpine Advisors LLC, a strategic, management and financial consulting firm,
and has held such position since March 2002. From March 1995 to the present, Mr.
Kornstein has been a director of Varsity Brands, Inc., a leading marketer and
manufacturer of uniforms and accessories and operator of cheerleader and dance
team camps, and Chairman of its audit, compensation, exploratory and negotiating
committees. From July 2003 to present, Mr. Kornstein has served as a director
and member of the audit, compensation and governance committees of Shuffle
Master, Inc., a gaming equipment supply company that develops, manufactures and
markets innovative technology based products and services. From September 2000
to September 2001, Mr. Kornstein served as a consultant to First World
Communications, Inc., a telecommunications and internet service provider. Mr.
Kornstein was the Chief Executive Officer, President and a
member of the Board of Directors of Jackpot Enterprises, Inc., a New York Stock
Exchange listed company engaged in the gaming industry, from September 1994
through April 2000. Prior to this, Mr. Kornstein was a Senior Managing Director
in the Investment Banking Department at Bear, Stearns & Co. Inc. for 17 years
through September 1994.
Liberation Investments, L.P. and Liberation Investments Ltd. are private
investment funds managed by Liberation Investment Group LLC. Emanuel R. Pearlman
is the majority member and general manager of Liberation Investment Group LLC,
and as such may be deemed to be the beneficial owner of the shares of InterTan
owned by the Liberation funds.
The Liberation funds intend to file a proxy statement and other relevant
documents with the SEC in support of the election of Messrs. Hillman and
Kornstein to the InterTan board. INVESTORS ARE URGED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the
documents free of charge at the website maintained by the SEC at www.sec.gov.
The Liberation funds and Messrs. Mr. Hillman, Kornstein and Pearlman may be
deemed to be participants in the solicitation of proxies from the stockholders
of InterTan in connection with the annual meeting. Information about these
participants and their ownership of InterTan shares can be found in the
Liberation funds Schedule 13D filings with the SEC and will be set forth in the
proxy statement filed by the Liberation funds with the SEC. Investors may obtain
additional information regarding the interests of such participants by reading
the proxy statement when it becomes available.
-2-