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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by
rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
INTERTAN, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Liberation Investments, L.P.
Liberation Investments Ltd.
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(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 the transaction: __________
5) Total fee paid: __________
[ ] Fee paid previously with preliminary material.
[ ] 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: ______________________
Liberation Investments L.P.
c/o Libra Securities Group, LLC
11766 Wilshire Blvd, Suite #870
Los Angeles, CA 90025
Liberation Investments Ltd.
c/o Libra Securities Group, LLC
11766 Wilshire Blvd, Suite #870
Los Angeles, CA 90025
September __, 2003
Dear Fellow InterTAN Stockholder:
On behalf of Liberation Investments L.P., Liberation Investments
Ltd. and their affiliates (collectively. "Liberation"), we are pleased to
enclose our Proxy Statement and WHITE proxy card, which will enable you to elect
two new directors at the 2003 Annual Meeting of InterTAN, Inc. Stockholders to
be held December 5, 2003. Liberation is the beneficial owner of 1,091,167 or
approximately 5.3% of the common stock of the Company.
As one of the Company's largest stockholders, it is our view that
the Company's stock has underperformed over the last three to five years and we
firmly believe it is time for the Board to pursue a new strategy to maximize
shareholder value. Our nominees are committed to working to increase shareholder
value at InterTAN. Both are distinguished business professionals with strong
financial backgrounds and transactional experience. They have much to offer the
Company in the way of knowledge, business experience and contacts and we believe
they are well equipped to help with the important decisions that InterTAN will
face in the future.
The enclosed proxy statement contains important information
concerning the Company's Annual Meeting and our nominees - please read it
carefully.
WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD
TODAY.
Thank you for your support.
Sincerely,
LIBERATION INVESTMENTS, L.P.
LIBERATION INVESTMENTS LTD.
By:
---------------------------------
Emanuel R. Pearlman
PRELIMINARY PROXY STATEMENT;
SUBJECT TO COMPLETION
2003 ANNUAL MEETING OF STOCKHOLDERS
of
InterTAN, Inc.
-----------------------------------------
PROXY STATEMENT
of
Liberation Investments, L.P. and
Liberation Investments Ltd.
-----------------------------------------
To the Stockholders of InterTAN, Inc.:
This Proxy Statement and the enclosed WHITE proxy card are being
furnished by Liberation Investments, L.P. and Liberation Investments Ltd. and
our affiliates (collectively "Liberation") to holders of common stock, par value
$1.00 per share (the "Common Stock"), of InterTAN, Inc., a Delaware corporation
(the "Company"), in connection with the solicitation of proxies for use at the
annual meeting of the Company's Stockholders and at any and all adjournments or
postponements thereof (the "Annual Meeting"). The Annual Meeting is scheduled to
be held December 5, 2003 at the time and place to be announced in the Notice of
Annual Meeting of Stockholders that will be sent to stockholders by the Company.
As of September 15, 2003, Liberation was the beneficial owner of an aggregate of
1,091,167 shares of Common Stock, representing approximately 5.3% of the
outstanding shares. According to the Company's Form l0-K for the year ended June
30, 2003, as of as of August 25, 2003, there were 20,619,175 shares of Common
Stock outstanding.
THIS SOLICITATION IS BEING MADE BY LIBERATION AND NOT ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY.
At the Annual Meeting, two of the five members of the board will be
up for election for a term of three years and until their successors have been
duly elected and qualified. As one of the largest independent stockholders of
the Company, we are soliciting proxies, in opposition to the solicitation of
proxies by the current Board of Directors of the Company, to support the
election of two nominees who, if elected, we believe will act in the best
interest of all of the Company's stockholders.
This Proxy Statement and the WHITE proxy card are first being mailed
or furnished to stockholders of the Company on or about October [ ], 2003.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED WHITE
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE PROMPTLY. PROPERLY VOTING
THE ENCLOSED WHITE PROXY CARD AUTOMATICALLY REVOKES ALL PRIOR PROXY CARDS
PREVIOUSLY SIGNED BY YOU.
DO NOT MAIL ANY PROXY CARD OTHER THAN THE ENCLOSED WHITE CARD IF YOU
WISH TO VOTE FOR THE INDEPENDENT NOMINEES LIBERATION SUPPORTS.
EVEN IF YOU PREVIOUSLY HAVE VOTED A PROXY CARD FURNISHED TO YOU BY
THE COMPANY'S BOARD, YOU HAVE THE LEGAL RIGHT TO CHANGE YOUR VOTE BY SIGNING,
DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD. ONLY YOUR LATEST DATED PROXY
WILL COUNT AT THE ANNUAL MEETING.
HOLDERS OF RECORD OF SHARES OF COMMON STOCK AS OF OCTOBER 7, 2003,
THE RECORD DATE FOR VOTING AT THE ANNUAL MEETING, ARE URGED TO SUBMIT A WHITE
PROXY CARD EVEN IF YOUR SHARES ARE SOLD AFTER THE RECORD DATE.
IF YOU PURCHASED SHARES OF COMMON STOCK AFTER THE RECORD DATE AND
WISH TO VOTE SUCH SHARES AT THE ANNUAL MEETING, YOU SHOULD OBTAIN A WHITE PROXY
CARD FROM THE SELLER OF SUCH SHARES.
IF YOUR SHARES ARE REGISTERED IN YOUR OWN NAME, PLEASE SIGN, DATE
AND MAIL THE ENCLOSED WHITE PROXY CARD TO US IN CARE OF MACKENZIE PARTNERS,
INC., THE FIRM ASSISTING US IN THE SOLICITATION OF PROXIES, IN THE POSTAGE-PAID
ENVELOPE PROVIDED. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK
NOMINEE OR OTHER INSTITUTION, ONLY IT CAN SIGN A WHITE PROXY CARD WITH RESPECT
TO YOUR SHARES AND ONLY UPON RECEIPT OF SPECIFIC INSTRUCTIONS FROM YOU.
ACCORDINGLY, YOU SHOULD CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE
INSTRUCTIONS FOR A WHITE PROXY CARD TO BE SIGNED REPRESENTING YOUR SHARES. WE
URGE YOU TO CONFIRM IN WRITING YOUR INSTRUCTIONS TO THE PERSON RESPONSIBLE FOR
YOUR ACCOUNT AND TO PROVIDE A COPY OF SUCH INSTRUCTIONS TO US IN CARE OF
MACKENZIE PARTNERS, INC. AT THE ADDRESS INDICATED BELOW SO THAT WE WILL BE AWARE
OF ALL INSTRUCTIONS GIVEN AND CAN ATTEMPT TO ENSURE THAT SUCH INSTRUCTIONS ARE
FOLLOWED.
If you have any questions about executing your proxy or require
assistance, please call:
Mackenzie Partners, Inc.
105 Madison Ave.
New York, New York 10016
TOLL-FREE: (800) 322-2885
LIBERATION INVESTMENTS, L.P. AND
LIBERATION INVESTMENTS LTD.
The proxies solicited hereby are being sought by Liberation
Investments, L.P. and Liberation Investments Ltd. and their affiliates
(collectively, "Liberation"). Liberation Investments, L.P. is a Delaware limited
partnership, and Liberation Investments Ltd. is a private offshore investment
corporation. The principal business of Liberation Investments, L.P. is that of a
private investment partnership engaging in the purchase and sale of securities
for investment for its own account, and the principal business of Liberation
Investments Ltd. is that of a private offshore investment corporation engaging
in the purchase and sale of securities for investment for its own account. The
shares of Common Stock beneficially owned by Liberation and its affiliates are
identified in Appendix I.
For additional information regarding Liberation, see Appendix I
annexed to this Proxy Statement.
REASONS FOR THE SOLICITATION
As one of the Company's largest stockholders, it is our view that
the Company's stock has underperformed over the last three to five years and we
firmly believe it is time for the Board to pursue a new strategy to maximize
shareholder value. The tenures of the current members of the Board range from
five to nine years and we believe new directors with new ideas and a fresh
perspective should be added to the Board.
After reaching its split-adjusted high of $19.21 in December 1999,
the Company's closing stock price languished below $15 for all of 2000, 2001 and
2002, reaching a low of $4.65 toward the end of 2002. This year, the Company's
closing stock price has fluctuated between a low of $4.51 and its current high
of $9.85 reached on September 5, 2003. Net income has also decreased steadily
over the last three years from $23,527,000 in 2001 to $13,568,000 in 2002 to
$7,711,000 in 2003.
Our nominees share our view that the shareholders of InterTAN would
be better served by earning a cash return on their investment today, rather than
having cash reinvested in the Company. This could be accomplished by either the
sale of the Company's business to a third party or through the conversion of the
Company to a Canadian Income Trust.
OUR NOMINEES
At the Annual Meeting, Liberation intends to nominate two persons
for the vacancies scheduled to be filled at the Annual Meeting. Liberation
intends to nominate Lee S. Hillman and Don R. Kornstein. If Liberation
determines at or prior to the Annual Meeting that either Mr. Hillman or Mr.
Kornstein is unable or otherwise unavailable to serve as a director, Liberation
reserves the right to nominate a replacement candidate for election as a
director. Liberation will not nominate more than two individuals for election as
directors and has no present intention to seek additional board seats if both of
its nominees are elected.
For information regarding Messrs. Hillman's and Kornstein's
experience and qualifications to serve as directors see - "Election of
Directors."
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.
There can be no assurance that stockholder value will be maximized as a result
of this solicitation or the election of Messrs. Hillman and Kornstein to the
Company board.
Because the Company has a classified board structure, our nominees,
if elected, would not constitute a majority of the members of the board.
Accordingly, even if our nominees are elected, they will not be able to
facilitate or approve any board action without support from additional members
of the board. We believe, however, that a showing of shareholder support for our
nominees sufficient for their election and their subsequent presence on the
board will encourage the remainder of the board to pursue new and more effective
strategies to maximize shareholder value.
YOU, THE COMPANY'S STOCKHOLDERS, CAN MOVE TO MAXIMIZE YOUR
INVESTMENT, BY SIGNING, DATING AND MAILING PROMPTLY THE ENCLOSED WHITE PROXY
CARD IN SUPPORT OF OUR NOMINEES.
Neither Liberation nor Messrs. Hillman or Kornstein works on behalf
of or as a representative of any potential acquiror of the Company. Liberation,
however, may own securities of entities that may be potential acquirors of
InterTAN. Liberation and its nominees are merely committed to maximizing the
value of the investment of all of the stockholders of InterTAN. Liberation may,
among other alternatives, communicate with potential acquirors of InterTAN and
their financial advisors with a view towards encouraging potential acquirors to
submit merger and acquisition proposals to the InterTAN Board and the
stockholders of InterTAN.
YOUR VOTE IS IMPORTANT. SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED
WHITE PROXY CARD IN THE ENCLOSED ENVELOPE.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
Election of Directors
The Restated Certificate of Incorporation and the Amended and
Restated Bylaws of the Company provide that the number of directors shall be
fixed by a majority of the current board of directors, but shall not be less
than three and provide that the board shall be divided into three classes, each
having a staggered term of three years. The Company's Board of Directors
currently consists of five directors. At the Annual Meeting, two directors will
be elected for a term of three years.
Liberation intends to nominate Mr. Hillman and Mr. Kornstein for
election to the Board at the Annual Meeting. Each of these nominees has
consented to being named in this proxy statement and to serve as a director if
elected, and it is not contemplated that either of them will be unavailable for
election as a director. If Liberation determines at or prior to the Annual
Meeting that either Mr. Hillman or Mr. Kornstein is unable or otherwise
unavailable to serve as a director, Liberation reserves the right to nominate
substitute or additional persons at the Annual Meeting for election as a
director. Should any additional substitute nominees be required, the persons
named on the enclosed WHITE proxy card will vote for the additional or
substitute nominees selected by Liberation. It is unlikely that Liberation will
be permitted to vote for additional or substitute nominees because the deadline
for giving notice of nominations has passed. Liberation is proposing the
election of two nominees in opposition to the nominees proposed by the InterTAN
Board. However, if either Mr. Hillman or Mr. Kornstein is unavailable or unable
to serve as a director, stockholders who use Liberation's WHITE proxy card will
only be voting for one of the two seats to be filled at the Annual Meeting.
LIBERATION RECOMMENDS THAT YOU VOTE "FOR" ITS NOMINEES ON THE
ENCLOSED WHITE PROXY CARD.
The information below is provided with respect to Liberation's
nominees for directors of the Company. Each of the independent nominees is a
United States citizen.
Name and Principal Occupation For
Business Address Age Past Five Years and Directorships
---------------- --- ---------------------------------
Lee S. Hillman................ 47 Private investor and an investment advisory
222 S. Riverside Plaza consultant to private equity funds and
MS CHI05-2800 growth stage businesses. From October 1996
Chicago, Illinois 60606 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. Mr. Hillman is a Certified Public
Accountant and was formerly a partner at
Ernst & Young where he held various
positions of increasing responsibility from
1979 to 1991.
Don R. Kornstein.............. 51 Founder and Chief Executive Officer of
222 S. Riverside Plaza Alpine Advisors LLC, a strategic,
MS CHI05-2800 management and financial consulting firm,
Chicago, Illinois 60606 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.
For additional information regarding Messrs. Hillman and Kornstein
and the participants in this proxy solicitation see Appendix I annexed to this
Proxy Statement. The information above and in Appendix I regarding the nominees
has been furnished to Liberation by Messrs. Hillman and Kornstein.
Liberation has agreed with each nominee to bear all costs and
expenses of, and indemnify against all liability incurred by, each nominee in
connection with such nominee being a candidate for election to the Company's
board of directors. Each nominee will receive expense reimbursements from
Liberation for serving as nominee whether or not elected. If elected as a
director of the Company, each nominee will receive director's fees in accordance
with the Company's practices and policies as set by the board of directors from
time to time.
None of the corporations or organizations in which either of the
nominees has conducted his principal occupation or employment was a parent,
subsidiary or other affiliate of the Company.
There is no information with respect to either nominee required to
be described under Item 401(f) of Regulation S-K.
Except as disclosed in this Proxy Statement (including the Schedules
and Appendices hereto), neither Lee S. Hillman nor Don R. Kornstein have any
arrangements or understandings with Liberation or any other person pursuant to
which the nominations are to be made nor do either have any substantial
interest, direct or indirect, by security holdings or otherwise, in any matter
to be acted upon at the Annual Meeting.
Other Matters to be Considered at the Annual Meeting
It is expected that the InterTAN Board will send to you management's
proxy statement discussing, in addition to the election of directors, any other
matter that may properly come before the Annual Meeting. With the exception of
the election of directors, Liberation is not aware at the present time of any
other matters which are scheduled to be voted upon by stockholders at the Annual
Meeting. However, if any other matter properly comes before the Annual Meeting,
the persons named as proxies on the enclosed WHITE Proxy Card will, subject to
the provisions of this paragraph, have discretionary authority to vote all
shares covered by such proxies in accordance with their discretion with respect
to such matter. If Liberation becomes aware a reasonable time in advance of the
Annual Meeting that InterTAN's management intends to present for a stockholder
vote at the Annual Meeting any matters not included on the enclosed WHITE proxy
card, Liberation intends either to refrain from voting on any such matter or to
revise the WHITE proxy card in order to include any such additional matter
thereon. InterTAN also will furnish stockholders with additional proxy materials
describing any such additional matter. If stockholders voted or vote on the
original WHITE proxy card which does not include such additional matters,
Liberation will exercise its discretionary authority with respect to such
additional matter and will advise stockholders as to how it will use such
discretionary authority. If a stockholder wishes to specify the manner in which
his or her shares are to be voted on any such additional matters, the
stockholder will have the opportunity to vote on the revised WHITE proxy card.
Submission of any properly executed proxy card will revoke all prior proxy
cards.
VOTING AND PROXY PROCEDURE
Proxy Information
The enclosed WHITE Proxy Card may be executed only by holders of
record at the close of business on October 7, 2003 (the "Record Date").
The shares of Common Stock represented by each WHITE Proxy that is
properly executed and returned to Liberation will be voted at the Annual Meeting
in accordance with the instructions marked thereon but if no instructions are
marked thereon, the proxy will be voted for the election of the Messrs. Hillman
and Kornstein and, in the discretion of the proxies, on whatever other matters
as may properly come before the Annual Meeting or any adjournments or
postponements thereof. Executed but unmarked WHITE proxies will be voted FOR the
election of Messrs. Hillman and Kornstein as directors.
If you hold your shares in one or more brokerage firms, banks or
nominees, only they can vote your shares and only upon receipt of your specific
instructions. Accordingly, you should contact the person responsible for your
account and give instructions to vote the WHITE Proxy.
Proxy Revocation
Whether or not you plan to attend the Annual Meeting, Liberation
urges you to vote FOR Messrs. Hillman and Kornstein by signing, dating and
returning the WHITE Proxy Card in the enclosed envelope. You can do this even if
you have already sent a different proxy card solicited by the InterTAN Board. It
is the last executed proxy that is effective, and as such revokes all previously
executed proxies.
Execution of a WHITE Proxy Card does not affect your right to attend
the Annual Meeting and to vote in person. Any stockholder granting a proxy
(including a proxy given to the Company) may revoke it at any time before it is
voted by (a) submitting a new, duly executed proxy bearing a later date, (b)
attending and voting at the Annual Meeting in person, or (c) at any time before
a previously executed proxy is voted, giving written notice of revocation to
either Liberation, c/o Mackenzie Partners, Inc., or the Company. Merely
attending the Annual Meeting will not revoke any previous proxy which has been
duly executed by you. The WHITE Proxy Card furnished to you by Liberation, if
properly executed and delivered, will revoke all prior proxies.
IF YOU PREVIOUSLY EXECUTED AND RETURNED A PROXY CARD TO THE COMPANY,
LIBERATION URGES YOU TO REVOKE IT BY SIGNING, DATING AND MAILING THE WHITE PROXY
CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING WITHIN THE
UNITED STATES.
Quorum and Voting
Management's proxy statement is required to provide information
about the number of shares of InterTAN's stock outstanding and entitled to vote,
the number of record holders thereof and the record date for the Annual Meeting,
and reference is made thereto for such information. Only stockholders of record
at the close of business on the record date are entitled to notice of and to
vote on matters that come before the Annual Meeting.
The presence in person or by proxy of the 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 at the Annual Meeting. If a quorum
is not present or represented by proxy, the stockholders entitled to vote,
present or represented by proxy, have the power to adjourn the meeting to
another time, or to another time and place, without notice other than an
announcement at the meeting, until a quorum is present or represented. Assuming
a quorum is present, the election of directors will be by a plurality of votes
cast by stockholders at the Annual Meeting.
Pursuant to the Bylaws of InterTAN and Delaware law, each
stockholder voting for the election of directors is entitled to one vote for
each share owned by such stockholder as of the Record Date for as many persons
as there are directors to be elected. According to the proxy statement sent by
InterTAN to stockholders in connection with the November 8, 2002 Annual Meeting
of InterTAN stockholders, any abstentions, broker non-votes or other limited
proxies will have not effect on the election of directors.
The InterTAN Board will nominate two persons for the seats scheduled
to be filled at the Annual Meeting. In addition, Liberation will nominate two
persons for election. Therefore, there will likely be four nominees for the two
seats, and the two nominees who receive the greatest number of votes will be
elected. Stockholders who use the WHITE proxy card furnished by Liberation will
not be able to vote for any of InterTAN's nominees and will revoke any previous
proxies they mailed. Stockholders who use the proxy card furnished by InterTAN
will not be able to vote for Messrs. Hillman and Kornstein. Stockholders are not
permitted to use both proxy cards and accordingly cannot vote for Liberation's
nominees on its WHITE proxy card and also vote for an InterTAN nominee using
InterTAN's proxy card.
Liberation intends to vote all of its shares, and those for which
Liberation is given proxies, for the election of Messrs. Hillman and Kornstein.
CERTAIN STOCKHOLDERS OF THE COMPANY
The following table sets forth, as of September 15, 2003, the number
and percent of outstanding shares of Common Stock beneficially owned by
Liberation and each of Messrs. Hillman and Kornstein:
Name and Address Number of Shares Percentage of Shares
of Beneficial Owner Beneficially Owned Beneficially Owned(1)
------------------- ------------------ ---------------------
Liberation Investments L.P. 687,500 3.3%
11766 Wilshire Blvd
Suite #870
Los Angeles, CA 90025
Liberation Investments Ltd. 403,667 2.0%
Corporate Center
West Bay Road
P.O. Box 31106 SMB
Grand Cayman, Cayman Islands
Liberation Investments 1,091,167(2) 5.3%
Group LLC
11766 Wilshire Blvd
Suite #870
Los Angeles, CA 90025
Emanuel R. Pearlman 1,091,167(3) 5.3%
11766 Wilshire Blvd
Suite #870
Los Angeles, CA 90025
Lee S. Hillman 0(4) 0
Don R. Kornstein 0(5) 0
All above parties as a group 1,091,167 5.3%
- -----------------
(1) Based on 20,619,175 shares outstanding as of August 25, 2003, as reported
in the Company's From 10-K filed with the Securities and Exchange
Commission on August 29, 2003.
(2) Liberation Investments Group LLC, a general partner of and discretionary
investment adviser to Liberation Investments L.P. and Liberation
Investments Ltd., may be deemed to indirectly beneficially own 1,091,167
shares (5.3%) of the common stock of the Corporation.
(3) Mr. Pearlman is the General Manager, Chief Investment Officer and majority
member of Liberation Investments Group LLC, and as such may be deemed to
indirectly beneficially own 1,091,167 shares (5.3%) of the common stock of
the Corporation.
(4) Mr. Hillman does not own any stock of the Corporation. Mr. Hillman is a
limited partnership investor in Liberation Investments L.P.
(5) Mr. Kornstein does not own any stock of the Corporation. Mr. Kornstein is
a limited partnership investor in Liberation Investments L.P.
Management's proxy statement is expected to set forth information as
to the number and percentage of outstanding shares beneficially owned by (i)
each person known by InterTAN to own more than 5% of the outstanding Common
Stock, (ii) each director of InterTAN, (iii) each of the five most highly paid
executive officers of InterTAN, and (iv) all executive officers and directors of
InterTAN as a group, and reference is made thereto for such information.
INTERTAN ANNUAL REPORT AND MANAGEMENT'S PROXY STATEMENT
An annual report to stockholders covering InterTAN's fiscal year
ended June 30, 2003, including financial statements, is required to be furnished
to stockholders by the Company. Such annual report does not form any part of the
material for the solicitation of proxies by Liberation.
It is expected that the InterTAN Board will also solicit proxies for
use at the Annual Meeting and will furnish a proxy statement in connection
therewith. Neither Liberation nor any of its affiliates is presently an officer
or director, or otherwise engaged in the management, of InterTAN. Consequently,
Liberation does not have current information concerning the Common Stock of the
Company, the beneficial ownership of such stock by the principal holders
thereof, other information concerning the Company's management, the procedures
for submitting proposals for consideration at the next Annual Meeting of
Stockholders of the Company and certain other matters regarding the Company and
the Annual Meeting required by the rules of the SEC to be included in a proxy
statement. Accordingly, reference is made to management's proxy statement for
such information.
Liberation does not make any representation as to the accuracy or
completeness of the information contained in the Annual Report and management's
proxy statement.
PROXY SOLICITATION; EXPENSES
Liberation will bear the entire expense of preparing, assembling,
printing and mailing this Proxy Statement and the WHITE Proxy Card and the cost
of soliciting proxies.
The total cost of this proxy solicitation (including fees of
attorneys, accountants, public relations advisers, solicitors and advertising
and printing expenses) is estimated to be approximately $[ ]. Through September
15, 2003, Liberation has incurred approximately $[ ] of expenses in connection
with this proxy solicitation. To the extent legally permissible, Liberation will
seek reimbursement from the Company for the costs of this solicitation.
Liberation does not currently intend to submit approval of such reimbursement to
a vote of stockholders of the Company at a subsequent meeting unless required by
law.
In addition to this initial solicitation by mail, proxy
solicitations may be made by Liberation, Mr. Pearlman, the General Manager of
Liberation Investment Group LLC, the general partner and investment advisor to
Liberation, Ms. Nicole A. Jacoby, a consultant to Liberation Investment Group
LLC, and Messrs. Hillman and Kornstein, without additional compensation, except
for reimbursement of reasonable out-of-pocket expenses. Solicitations may be
made by telephone, facsimile, hand delivery messenger, and personal solicitors.
Liberation will pay to banks, brokers and other fiduciaries their reasonable
charges and expenses incurred in forwarding proxy materials to their principals
and in obtaining authorization for execution of proxies.
Liberation has retained Mackenzie Partners, Inc. to assist in the
solicitation of proxies. Liberation will pay Mackenzie Partners, Inc. a minimum
fee of $[ ]. Liberation has also agreed to reimburse Mackenzie Partners, Inc.
for its reasonable out-of-pocket expenses. Mackenzie Partners, Inc. will solicit
proxies from individuals, brokers, banks, nominees and other institutional
holders. Approximately [ ] persons will be utilized by Mackenzie Partners, Inc.
in its solicitation efforts, which may be made by telephone, telegram or in
person.
ADDITIONAL INFORMATION
Liberation has filed with the SEC a Statement on Schedule 13D, which
contains information in addition to that furnished herein. This Schedule 13D and
any amendments thereto may be inspected at, and copies may be obtained from, the
Public Reference Section of the Securities and Exchange Commission, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C., 20549.
LIBERATION INVESTMENTS, L.P.
LIBERATION INVESTMENTS LTD.
September [ ], 2003
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE, PLEASE CALL:
Mackenzie Partners, Inc.
105 Madison Ave.
New York, New York 10016
TOLL-FREE: (800) 322-2885
APPENDIX I
CERTAIN INFORMATION REGARDING LIBERATION AND THE
INDEPENDENT NOMINEES
Identity and Background
Liberation Investments, L.P., is a Delaware limited partnership.
Liberation Investments Ltd. is a private offshore investment corporation.
Liberation Investment Group LLC is a Delaware limited liability company and the
general partner of Liberation Investments, L.P. and discretionary investment
adviser to Liberation Investments Ltd.. Emanuel R. Pearlman is the General
Manager, Chief Investment Officer and majority member of Liberation Investment
Group LLC. Nicole A. Jacoby is an analyst working as a consultant to Liberation
Investment Group LLC.
The business address of Liberation Investments Group LLC is 11766
Wilshire Blvd, Suite #870, Los Angeles, CA 90025.
The business address of Emanuel R. Pearlman is 11766 Wilshire Blvd,
Suite #870, Los Angeles, CA 90025.
The business address of Nicole A. Jacoby is c/o Liberation
Investments Group LLC, 11766 Wilshire Blvd, Suite #870, Los Angeles, CA 90025.
Shares of Common Stock of InterTAN bought or sold by Liberation Investments
L.P. in the last two years:
---------------------------------------------------------
Amount
Date Bought (Sold) Price per Share
---------------------------------------------------------
3/04/03 10,710 5.0600
---------------------------------------------------------
3/05/03 16,632 5.0698
---------------------------------------------------------
3/06/03 31,437 4.6102
---------------------------------------------------------
3/07/03 40,950 4.6629
---------------------------------------------------------
3/12/03 4,725 4.6039
---------------------------------------------------------
3/13/03 101,430 4.7280
---------------------------------------------------------
3/19/03 94,500 4.6800
---------------------------------------------------------
3/31/03 8,253 4.6781
---------------------------------------------------------
4/16/03 8,190 5.1227
---------------------------------------------------------
5/01/03 3,150 5.8232
---------------------------------------------------------
5/05/03 819 6.0900
---------------------------------------------------------
5/08/03 11,025 5.7598
---------------------------------------------------------
5/09/03 13,104 5.7450
---------------------------------------------------------
6/06/03 12,600 7.1408
---------------------------------------------------------
6/09/03 9,765 7.1024
---------------------------------------------------------
6/10/03 5,985 7.0600
---------------------------------------------------------
6/11/03 61,047 7.1785
---------------------------------------------------------
6/11/03 7,812 7.2578
---------------------------------------------------------
6/12/03 6,300 7.3193
---------------------------------------------------------
6/13/03 8,379 7.2629
---------------------------------------------------------
6/18/03 13,734 7.1500
---------------------------------------------------------
6/20/03 4,851 7.3014
---------------------------------------------------------
6/23/03 1,764 7.3079
---------------------------------------------------------
6/23/03 9,450 7.2500
---------------------------------------------------------
6/24/03 1,701 7.2693
---------------------------------------------------------
6/25/03 9,450 7.2400
---------------------------------------------------------
6/26/03 9,450 8.1453
---------------------------------------------------------
6/30/03 2,205 7.9057
---------------------------------------------------------
7/02/03 20,160 8.0545
---------------------------------------------------------
7/07/03 3,087 8.1073
---------------------------------------------------------
7/08/03 33,705 8.1070
---------------------------------------------------------
7/10/03 4,662 7.9700
---------------------------------------------------------
7/17/03 16,506 7.8500
---------------------------------------------------------
7/17/03 2,520 7.8585
---------------------------------------------------------
7/18/03 40,320 7.8973
---------------------------------------------------------
8/29/03 15,750 9.3500
---------------------------------------------------------
Shares of Common Stock of InterTAN bought or sold by Liberation Investments
Ltd. in the last two years:
---------------------------------------------------------
Date Amount Price per Share
Bought (Sold)
---------------------------------------------------------
3/04/03 6,290 5.0600
---------------------------------------------------------
3/05/03 9,768 5.0698
---------------------------------------------------------
3/06/03 18,463 4.6102
---------------------------------------------------------
3/07/03 24,050 4.6629
---------------------------------------------------------
3/12/03 2,775 4.6039
---------------------------------------------------------
3/13/03 59,570 4.7280
---------------------------------------------------------
3/19/03 55,500 4.6800
---------------------------------------------------------
3/31/03 4,847 4.6781
---------------------------------------------------------
4/16/03 4,810 5.1227
---------------------------------------------------------
5/01/03 1,850 5.8232
---------------------------------------------------------
5/05/03 481 6.0900
---------------------------------------------------------
5/08/03 6,475 5.7598
---------------------------------------------------------
5/09/03 7,696 5.7450
---------------------------------------------------------
6/06/03 7,400 7.1408
---------------------------------------------------------
6/09/03 5,735 7.1024
---------------------------------------------------------
6/10/03 3,515 7.0600
---------------------------------------------------------
6/11/03 35,853 7.1785
---------------------------------------------------------
6/11/03 4,588 7.2578
---------------------------------------------------------
6/12/03 3,700 7.3193
---------------------------------------------------------
6/13/03 4,921 7.2629
---------------------------------------------------------
6/18/03 8,066 7.1500
---------------------------------------------------------
6/20/03 2,849 7.3014
---------------------------------------------------------
6/23/03 5,550 7.2500
---------------------------------------------------------
6/23/03 1,036 7.3079
---------------------------------------------------------
6/24/03 999 7.2693
---------------------------------------------------------
6/25/03 5,550 7.2400
---------------------------------------------------------
6/26/03 5,550 8.1453
---------------------------------------------------------
6/30/03 1,295 7.9057
---------------------------------------------------------
7/02/03 11,840 8.0545
---------------------------------------------------------
7/07/03 1,813 8.1073
---------------------------------------------------------
7/08/03 19,795 8.1070
---------------------------------------------------------
7/10/03 2,738 7.9700
---------------------------------------------------------
7/17/03 9,694 7.8500
---------------------------------------------------------
7/17/03 1,480 7.8585
---------------------------------------------------------
7/18/03 23,680 7.8973
---------------------------------------------------------
8/29/03 9,250 9.3500
---------------------------------------------------------
* * *
Except as set forth in this Proxy Statement (including the Schedules
and Appendices hereto), none of Liberation, Messrs. Pearlman, Hillman,
Kornstein, Ms. Jacoby nor any of their respective affiliates or associates,
directly or indirectly:
o beneficially owns any shares of Common Stock of the Company or any
securities of any parent or subsidiary of the Company;
o has had any relationship with the Company in any capacity other than
as a stockholder;
o has been a party to any transaction, or series of similar
transactions, since June 30, 2002, nor is any currently proposed
transaction known to any of them, 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 and in which any
of them or their respective affiliates or associates had, or will
have, a direct or indirect material interest;
o has entered into any agreement or understanding with any person
respecting any future employment by the Company or its affiliates or
any future transactions to which the Company or any of its
affiliates will or may be a party;
o has a contract, arrangement or understanding within the past year
with any person with respect to the Company's securities;
o has any agreement, arrangement or understanding with any person with
respect to an future employment with the Company or any of its
affiliates or with respect to any future transactions to which
Company or any of its affiliates may be a party, except for the
agreements by Liberation's nominees to serve as directors of the
Company if elected; or
o is a party adverse to Company or any of its subsidiaries or has a
material interest adverse to Company or any of its subsidiaries in
any material legal proceeding.
[FORM OF PROXY CARD]
PROXY CARD
THIS PROXY IS SOLICITED BY LIBERATION INVESTMENTS, L.P. AND
LIBERATION INVESTMENTS LTD. (TOGETHER "LIBERATION") IN OPPOSITION
TO THE BOARD OF DIRECTORS OF INTERTAN, INC.
The undersigned hereby appoints Emanuel R. Pearlman and Nicole
A. Jacoby, and each of them, the proxy or proxies of the
undersigned, with full power of substitution, to vote all shares of
Common Stock, par value $1.00 per share, of InterTAN, Inc. (the
"Company") which the undersigned would be entitled to vote if
personally present at the Annual Meeting of the Stockholders of the
Company to be held on December 5, 2003 (the "Annual Meeting"), and
at any and all adjournments or postponements thereof. The
undersigned hereby revokes any previous proxies with respect to the
matters covered by this proxy.
1. Election of Directors (check one box only)
[ ] FOR both nominees [ ] WITHHOLD AUTHORITY
Listed below: to vote for both nominees listed
below:
Lee S. Hillman Don R. Kornstein
(To withhold authority to vote for any individual nominee, check the
"FOR" box above and then write that nominee's name on the line
provided below.)
--------------------------
2. This proxy grants discretionary authority (i) to vote for an
alternate nominee if any of the nominees for director listed
in Item 1 above is unable or unavailable to serve as a
director (unless authority to vote for all nominees or for the
particular nominee who ceases to be a candidate is withheld)
and (ii) to vote on other matters that may properly come
before the Annual Meeting or any adjournments or postponements
thereof.
[REVERSE] THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS
INDICATED, IT WILL BE VOTED FOR THE ELECTION OF BOTH OF THE NOMINEES
NAMED IN ITEM 1 ON THE REVERSE SIDE OF THIS PROXY, AND, IN THE
DISCRETION OF THE PROXIES, FOR AN ALTERNATE NOMINEE IF ANY OF THE
NOMINEES FOR DIRECTOR LISTED IN ITEM 1 IS UNABLE OR UNAVAILABLE TO
SERVE AS A DIRECTOR (UNLESS AUTHORITY TO VOTE FOR ALL NOMINEES OR
FOR THE PARTICULAR NOMINEE WHO CEASES TO BE A CANDIDATE IS WITHHELD)
AND ON OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
LIBERATION RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES NAMED
IN ITEM 1 ON THE REVERSE SIDE OF THIS PROXY. TO VOTE IN ACCORDANCE
WITH LIBERATION'S RECOMMENDATION, JUST SIGN THIS PROXY; NO BOXES
NEED TO BE CHECKED.
The undersigned hereby acknowledges receipt of the Proxy Statement
of Liberation Investments, L.P. and Liberation Investments Ltd.
dated September [ ], 2003.
DATED:___________________________, 2003
Signature:_____________________________
Signature, if held jointly:
_______________________________________
Title or Authority:
_______________________________________
Joint owners should each sign personally.
If signing as attorney, executor,
administrator, trustee or guardian,
please include your full title. If a
corporation, please sign in corporate
name by authorized officer. If a
partnership, please sign in partnership
name by authorized person. This proxy
votes all shares held in all capacities.