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 [ ]
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[ ] 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.
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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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[X] No fee required.
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Contact:
Emanuel R. Pearlman
Liberation Investment Group LLC
11766 Wilshire Blvd, Suite #870
Los Angeles, CA 90025
(310) 479-3434
INDEPENDENT BOARD NOMINEES ATTEND MEETING WITH REPRESENTATIVES OF
INTERTAN AND OFFER CONSTRUCTIVE ADVICE REGARDING STRATEGIES TO
CREATE SHAREHOLDER VALUE
Los Angeles, CA - September 29, 2003 - Investment funds Liberation
Investments, L.P. and Liberation Investments Ltd. announced today that Lee S.
Hillman and Don R. Kornstein, independent nominees for election to the board of
InterTAN, Inc. (NYSE: ITN), Emanuel R. Pearlman, and representatives of the
Liberation funds, met last week at the Company's headquarters in Barrie,
Ontario, with senior management, members of the board of directors and outside
advisors of the Company. During the meeting, the Company said that it has been
studying the possibility of converting the Company to a Canadian Income Trust
since as early as May of 2002, but has declined to pursue a conversion due to
the possibility that the Company may incur a US $30 to US $40 million tax under
proposed U.S. legislation. The Company also stated that it had engaged in
detailed negotiations for the sale of the Company with at least two different
buyers in 2001, but neither transaction could be accomplished, and that Scotia
Bank had recently began approaching potential buyers on behalf of the Company.
"According to the Company's representatives, the InterTAN board and
management have been reviewing a Canadian Income Trust conversion for at least
17 months now, but no value has been delivered to shareholders," said Emanuel R.
Pearlman, majority member and general manager of Liberation Investment Group
LLC. "As a large shareholder, we firmly believe decisive steps must be taken
immediately for this board and management team to have any credibility with
investors."
At the meeting, Mr. Pearlman told the Company that in his view the Company
should announce its intention to convert to a Canadian Income Trust immediately.
Such an announcement, Mr. Pearlman said, could aid the Company in its efforts to
lobby for an exemption from currently proposed U.S. tax legislation. Moreover,
Mr. Pearlman explained, even if the proposed legislation were to become law and
the Company is obligated to pay a one-time tax, the Company could borrow, in
today's low interest rate environment, the US $30 to US $40 million necessary to
pay the tax. The cost of such borrowed funds at currently available rates, Mr.
Pearlman explained, would have a de minimus effect on distributions to unit
holders in a trust structure.
Mr. Pearlman also told the Company that by announcing it will pursue a
Canadian Income Trust transaction, the Company will, in Mr. Pearlman's view,
encourage any third parties with a bona fide interest in acquiring the Company
to come forward in a short time frame. Finally, Mr. Pearlman stated that a
decision to move to a trust structure now would reduce market risk for
completing a Canadian Income Trust transaction if current conditions change
while the Company contemplates further its potential courses of action.
During the meeting, Mr. Pearlman also recommended that the Company and its
advisors evaluate two alternative trust structures which would not require the
Company to reincorporate in Canada and may avoid immediate corporate level tax.
The Company's representatives indicated that they would consider devoting more
time to analyzing these structures.
After the meeting, Liberation nominees Messrs. Hillman and Kornstein met
separately with two current directors of InterTAN, Mr. William C. Bousquette and
Mr. Ron G. Stegall, Chairman of the InterTAN board. At this meeting, Messrs.
Bousquette and Stegall stated that Liberation's representatives gave the Company
some good advice and that the board would consider their suggestions.
"During our meeting, I suggested to Messrs. Bousquette and Stegall that if
the Company is truly committed to a transaction, it would make sense to expand
the board and have Liberation's two nominees join the board," said Mr.
Kornstein. "This would avoid a costly proxy fight and an unnecessary distraction
of management's time. Unfortunately, they did not agree."
"I left the meeting unconvinced that the Company is committed to following
through on a transaction," said Mr. Hillman. "The current board appears to be
delaying any decisive action indefinitely, which would not be in the best
interest of shareholders."
The Liberation funds own approximately 5.3% of the Company's outstanding
shares. Two of the Company's five directors are to be elected at the annual
meeting.
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 have filed a preliminary 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 CONTAIN IMPORTANT INFORMATION. You are 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 are also 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.