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
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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.
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(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)
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This filing supercedes the DFAN14A that was filed on September 11, 2003, file
number 001-10062, which included a draft press release. Below is the final press
release that was issued by Liberation Investments L.P. and Liberation
Investments Ltd. on September 11, 2003.
Contact:
Emanuel R. Pearlman
Liberation Investment Group LLC
11766 Wilshire Blvd, Suite #870
Los Angeles, CA 90025
(310) 479-3434
LIBERATION INVESTMENTS DELIVERS LETTER TO INTERTAN BOARD
Los Angeles, CA - September 11, 2003 - Investment funds Liberation
Investments, L.P. and Liberation Investments Ltd. announced today that the
following letter was sent to InterTan, Inc. (NYSE: ITN):
Liberation Investments L.P.
c/o Libra Securities Group, LLC
11766 Wilshire Blvd, Suite #870
Los Angeles, CA 90025
Liberation Investments Ltd.
Corporate Center
West Bay Road
P.O. Box 31106 SMB
Grand Cayman, Cayman Islands
September 10, 2003
BY FAX AND OVERNIGHT COURIER
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Mr. Brian E. Levy
President and Chief Executive Officer
InterTAN, Inc.
279 Bayview Drive
Barrie, Ontario L4M 4W5
Dear Brian:
Thank you for your letter dated September 5, 2003. We welcome the opportunity to
meet with you to discuss the Company's continuing efforts regarding a possible
sale of the Company or conversion to a Canadian Income Trust. In addition to
senior management and your outside advisors, we believe the members of the board
of directors should also participate in the meeting. In our view, the Company's
stock has underperformed over the last four to five years and we firmly believe
it is time for the Board to pursue a new strategy for maximizing shareholder
value.
We have reviewed the publicly available information regarding the Company and
are familiar with the current and proposed tax implications and change of
control issues relating to a possible conversion to a Canadian Income Trust. We
are confident that during our discussions we, our board nominees and our
advisors will be able to make constructive suggestions after hearing the
Company's presentation. Both of our nominees are distinguished business
professionals with strong financial backgrounds who have extensive experience
negotiating extraordinary transactions such as the sale of a business. In that
regard, we understand from an analyst communication, which summarized a
discussion the analyst had with the Company's Chairman, that conversion to a
Canadian Income Trust may trigger a tax under pending U.S. legislation. We are
prepared, if necessary, to discuss with you and your advisors approaches to
creating a Canadian Income Trust with minimal tax leakage.
At our meeting, we do not believe it will be necessary for the Company to share
any non-public information with us and we are not interested in receiving any
such information. Moreover, given our intention to present stockholders with an
alternative choice for the election of directors at the upcoming annual meeting,
we believe it is in the best interest of all stockholders, and necessary for
them to make an informed voting decision, for all material information regarding
the Company's financial strategy to be disclosed to all stockholders. We do not
believe it is appropriate to disclose material non-public information to us and
ask us to sign a confidentiality agreement which would prohibit our fellow
stockholders from having the same information.
To the extent that any material, non-public information is disclosed to us at
our meeting, we would expect that it will be promptly disclosed to all
stockholders. Similarly, should we proceed with a proxy solicitation in
opposition to management, we reserve the right to use any information disclosed
or matter discussed at our meeting in connection with the proxy solicitation.
Further to your invitation, we, our board nominees and our advisors are
available to meet at the Company's offices at a mutually convenient time during
the week of September 22, 2003.
We look forward to meeting with you and your senior management team to discuss
ways to maximize value for all InterTAN stockholders.
Very truly yours,
Liberation Investments L.P.
By: /s/ Emanuel R. Pearlman
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Liberation Investments Ltd.
By: /s/ Emanuel R. Pearlman
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cc: Scott M. Freeman, Esq.
Dennis J. Block, Esq.
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 Lee S. Hillman and Don R.
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. 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.